Annual and Extra-Ordinary General Meeting Results

The Annual and Extra-Ordinary General Meeting of GFH Financial Group B.S.C. was held on 3rd April 2022 at 11:00am Bahrain time via electronic means with a quorum of 39.51%. The following items of the agenda have been approved:

1. The minutes of the previous Ordinary General Meeting held on 14th October 2021.
2. The Board of Directors’ report on the Group’s business activities for the year ended 31 December 2021.
3. The Sharia Supervisory Board’s report on the Group’s business activities for the year ended 31 December 2021.
4. The external auditor’s report on the financial year ended 31 December 2021.
5. The consolidated financial statements for the financial year ended 31 December 2021.
6. The Board of Directors’ recommendation to allocate the net profit of the year 2021 as follows:
   1. To carry forward an amount of US$8,422,000 to the statutory reserve.
   2. To allocate an amount of US$1,483,000 for charity, civil society institutions and Zakat fund.
   3. To transfer an amount of US$ 14,319,000 to retained earnings.
   4. To distribute cash dividends of 4.57% of the nominal value of all the ordinary shares, save for treasury shares, (US$0.0121 per share, BD0.004562, UAE dirhams 0.0444), at a total amount of US$45,000,000.
   5. To distribute bonus shares of 1.5% of the nominal value of all the ordinary shares (one share per each 66.71 shares owned by the shareholders, totaling 56,603,774 shares (equal to US$15 million).
7. Reduce the remuneration for members of the Board of Directors from US$ 3.6 million to US$2.4 million.
8. The corporate governance report for the financial year ended 31 December 2021, including the remuneration and the Group’s compliance with all the governance requirements issued from the Ministry of Industry, Commerce and Tourism and the Central Bank of Bahrain.
9. Transactions concluded during the ended year with any related parties or major shareholders of the Group, as indicated in Note 25 of the financial statements for the year 2021 and the Board of Directors’ Report, pursuant to the provisions of Article (189) of Bahrain’s Commercial Companies Law.
10. Release the members of the Board from liability in respect of their acts for the financial year ended 31 December 2021.
11. The re-appointment of the external auditors of the Group for the year ended 31 December 2022 and authorize the Board of Directors to fix their fees.
12. The re-appointment of the Shari’a Supervisory Board for the next five years (2022-2026) and to fix their remuneration and allowances.
13. The loyalty program for shareholders, which aims to provide rewards and incentives to categories of loyal shareholders according to the conditions to be determined by the Board of Directors for the benefit of the Group and its shareholders, after obtaining the necessary approvals from the regulatory authorities.
14. The cross listing of GFH Financial Group’s shares in the Saudi Stock Exchange (“Tadawul”) after obtaining the necessary approvals from the regulatory authorities and delegating to the Board of Directors all the required powers to implement and complete the listing process in the Saudi Stock Exchange and issuing any documentation, authorizations or undertakings required to list the share in the market including the authority to determine the listing price for the share.
15. The cross listing of GFH Financial Group’s shares in Abu Dhabi Securities Exchange after obtaining the necessary approvals from the regulatory authorities and delegating to the Board of Directors all the required powers to implement and complete the listing process in Abu Dhabi Securities Exchange and issuing any documentation, authorizations or undertakings required to list the share in the market including the authority to determine the listing price for the share.
16. The appointment of Mr. Darwish Al Ketbi as a complementary independent director of the Group’s Board of Directors in its current term.

Agenda of the Extraordinary General Meeting:

1. The minutes of the previous meeting held on 14th October, 2021.
2. The amendment to some of the Articles of the Memorandum and Articles of Association of the Group to be in compliance with the provisions of Legislative Decree No. (28) of 2020, Legislative Decree No. (21) of 2001, with respect to the amendment of some provisions of the Commercial Companies Law issued by Legislative Decree No. (21) of 2001, Ministerial Resolutions No. (63), (64) of 2021, and No. (3) of 2022, subject to Central Bank of Bahrain approval.
3. The increase of the Bank’s capital from US$ 1,000,637,367 to US$ 1,015,637,367, that is from 3,775,990,064 shares to 3,832,593,838 shares as a result of adding 56,603,774 bonus shares as per the resolutions of the general assembly, subject to the Central Bank of Bahrain’s approval.
4. Authorize the CEO or any person acting on his behalf to take all the necessary actions to implement the above, sign the amended Memo and Articles of Association of the Group with the Notary Public in the Kingdom of Bahrain on behalf of the shareholders.