Ordinary and Extraordinary General Meetings of GFH Financial Group

The Board of Directors of GFH Financial Group B.S.C. (the “Group”) is pleased to invite the esteemed shareholders of the Group to attend the Ordinary and Extraordinary General Meetings to be held on Tuesday, 23rd March 2021, at 11:00 A.M. through visual means, and if the required legal quorum is not achieved, the second meeting will be held on Tuesday, 30th March 2021, or a third meeting, if required, will be held on Tuesday, 6th April 2021 at the same time to consider the following agendas:

Agenda of the Ordinary General Meeting:

1. To approve the minutes of the previous Ordinary General Meeting held on 30th September 2020.

2. To discuss and approve the Board of Directors’ report on the business activities of the Group for the financial year ended 31st December 2020.

3. To listen to the Sharia Supervisory Board’s audit report on the business of the Group for the financial year ended 31st December, 2020.

4. To listen to the external auditor’s report for the year ended 31st December, 2020.

5. To discuss and approve the consolidated financial statements for the financial year ended 31st December, 2020.

6. To approve the recommendation of the Board of Directors to allocate the net profits of the year 2020 as follows:

• To carry forward an amount of US$4,509,500 to the statutory reserve.
• To allocate an amount of US$1,104,000 for charity, civil society institutions and Zakat fund.
• To distribute cash profits for all ordinary shares, save for treasury shares, at 1.86% of the nominal value of the share (equal to US$0.0049, BD0.001859, UAE dirham 0.181), totaling US$17m.
• To distribute bonus shares for all the ordinary shares at 2.56% of the nominal value of the share one share for each 39.03 shares owned by the shareholder of the shares of the Group, i.e. 94,339,623 share equivalent to US$25m.

7. To approve the recommendation of the Board of Directors to allocate an amount of US$1,050,000 as remuneration for the members of the Board of Directors.

8. To discuss the corporate governance report for the year ended 31st December 2020, including remunerations and the compliance of the Group with the governance requirements issued by the Ministry of Industry, Commerce and Tourism, and Central Bank of Bahrain.

9. To authorize the Board of Directors to take all the actions, approve and authorize any transactions concluded during the year with related parties or major shareholders of the Group as indicated in note no. 27 of the financial statements, and the Board of Directors’ report submitted to the General meeting, as well as the notes on the financial statements in compliance with Article (189) of Bahrain Commercial Companies Law.

10. To release the Board of Directors from liability towards any matters related to their behavior during the financial year ended 31st December 2020.

11. To approve the Board of Directors’ recommendation regarding the voluntary delisting from Kuwait bourse, and the reasons behind such action which is summarized as follows:

• The recent amendment of GFH’s classification in Kuwait Bourse from Premier market to main market.
• The quantity of shares traded on Kuwait bourse is not large.
• To reduce listing costs.

12. To appoint/reappoint the external auditors of the Group for the year ended 31st December 2021, and authorize the Board of Directors to fix their fees (provided obtaining the approval of the CBB).

13. To approve the appointment of Mr. Idris Al Rafi as an Independent Director on the Board of Directors of the Group in its current term.

14. Any recent issues as per Article (207) of the Commercial Companies Law.

 

Agenda of the Extraordinary General Meeting:

1. To approve the minutes of the previous extraordinary general meeting held on 28th March 2019.

2. To approve the reduction of the capital by canceling treasury shares amounting up to a maximum of 141,335,000 shares worth up to US$37,453,775 as a result of canceling the market maker agreement, subject to the approval of the competent regulatory authorities.

3. To approve the capital increase from US$975,637,367 to US$1,000,637,367, i.e. from 3,681,650,441 shares to 3,775,990,064 shares, resulting from the addition of bonus shares amounting to 94,339,623 shares, based on the decisions of the General meeting and subject to the approval of the Central Bank of Bahrain.

4. To authorize the CEO or his representative to take all the necessary actions to implement the above, and to sign the amendment of the Articles of Association of the Group on behalf of the shareholders before the Notary Public in the Kingdom of Bahrain.