Bahrain Islamic Bank B S C : Invitation to the Ordinary General Meetings for the Year 2023

Invitation to the Ordinary General Meeting for the Year 2023

The Chairman of the Board of Directors of Bahrain Islamic Bank B.S.C. (Registration no. 9900 - 1, Building 722, Road 1708, Block 317, Manama/Diplomatic Area) cordially invites the shareholders to attend the Ordinary General Meeting that will be convened physically on Monday, March 25, 2024, at 11:00 a.m. at Al Dana Hall (3) - Gulf Hotel Bahrain Convention and Spa to discuss the following agenda items.

In case the quorum is not achieved on Monday, March 25, 2024, at 11:00 a.m., the second meeting will be held on Monday, April 1, 2024, at 11:00 a.m., and if the quorum is not achieved on Monday, April 1, 2024, at 11:00 a.m., the third meeting will be held on Monday, April 8, 2024, at 11:00 a.m., at the same time and venue.

Ordinary General Meeting Agenda

01. To approve the minutes of the previous Ordinary General Assembly meeting no (47) held on March 21, 2023.

02. To discuss and approve the Board of Director's report on the Bank's activities and its financial position for the financial year ended December 31, 2023.

03. To listen to the External Auditor's report for the financial year ended December 31, 2023.

1. To listen to the Shari'a Supervisory Board's report for the financial year ended December 31, 2023.
2. To discuss and approve the audited financial statements for the year ended December 31, 2023.

06. Notification of transactions carried out during the year ended December 31, 2023, between the Bank and related parties including major shareholders of the Bank as presented in note 28 of the consolidated financial statements, pursuant to Article 189 of the Bahrain Commercial Companies Law.

07. To approve the Board of Directors recommendation to allocate the net profit of BD 11,135,676 for the year ended December 31, 2023, as follows:

1. BD 288,745 to Zakah fund and authorize the Board of Directors to distribute it.
2. BD 250,000 for charitable donation and authorize the Board of Directors to distribute it.
3. Transfer of BD 1,113,568 to the statutory reserves.
4. Transfer of BD 9,483,363 to the retained earnings.

08. To approve the payment of a total amount of BD 274,000 as remuneration to the Board of Directors for the financial year ended December 31, 2023, subject to obtaining the approval of the Minister of Industry and Commerce, in addition to all benefits and privileges including the sitting fees for the financial year ending December 31, 2023, as stated in the Board of Directors Report and approving the sitting fees for the year 2024 at a similar rate of the previous year.

1. To approve introducing the Long-Term Incentive Plan as part of the Variable Remuneration Policy, and delegate the Board of Directors to issue the necessary regulations and make the necessary amendments to the related policies, subject to the Central Bank of Bahrain's approval.
2. To discuss the Bank's Corporate Governance report for the year ended December 31, 2023, as required by the Central Bank of Bahrain.
3. To absolve the members of the Board of Directors from liability for their actions during the year ended December 31, 2023.
4. Re-Appointmentof the Shari'a Supervisory Board ("SSB") for a minimum of three years and to authorize the Board of Directors to determine their fees and remuneration.
5. Re-appointmentof KPMG as external auditors for the year 2024 and authorize the Board of Directors to determine their fees, subject to obtaining the approval of the Central Bank of Bahrain.
6. Any matter arising in accordance with Article 207 of the Bahrain Commercial Companies Law.

_____________________________

Dr. Esam Abdulla Fakhro

Chairman of the Board of Directors

Important Notice to the Shareholders:

01. Shareholders can obtain a copy of the proxy form through the stock registrar, Bahrain Clear Company B.S.C.

02. The Bank's consolidated audited financial statements for the year ended December 31, 2023 and all other reports and documents that shall be presented in the meeting including the previous meeting minutes are made available on BisB's website: www.bisb.comand Bahrain Bourse's website: www.bahrainbourse.com.

03. Any shareholder who is registered in the Bank's books as of the fixed date of the meetings could attend with himself/herself or by authorizing another person in writing to attend and vote on his/her behalf, provided that the proxy should not be the Chairman, Board Members, or any of BisB's staff.

04. If the shareholder is a company, the proxy who is attending the meetings has to present a written power of attorney duly stamped and signed by the authorized person in the company and to present this power of attorney at least 24 hours prior to the meeting date to Bahrain Clear Company B.S.C.

05. Ensure the new Proxies should be submitted to Bahrain Clear Company B.S.C, either by hand or email to: [e-mail],at least 24 hours before the time of the meetings, noting that any submission of proxies beyond the above mentioned timeframe shall be deemed invalid to attend the meeting.

06. Shareholders with special needs are encouraged to notify the Bank at least 14 calendar days prior to the Annual General Meeting (i.e., by March 11, 2024) about any specific accommodations they require, such as sign language interpretations, braille materials, wheelchair access, or any other necessary tools to ensure their seamless participation in the meeting.

For further inquiries and assistance, please contact the Board Secretary at Bahrain Islamic Bank on: ([phone]/17515775.