Esterad Investment BSC : Proxy 2024 - English

Proxy

I am the undersigned /____________________________ CPR: _________________________ as a shareholder of Esterad

Investment Company B.S.C. (CR: 1-1545), I have assigned ______________________________________________________

CPR:________________________________ to attend and vote on my behalf at the Company's Annual General Meeting

• AGM ) and Extraordinary General Meeting ( EGM ) for the financial year ending on 31st December 2023, scheduled to be held at 9:30PM and 10:30PM, respectively, on Tuesday, 26 March 2024 corresponding to 16 Ramadan 1445H, in Sky 2 & 1 at the Four Seasons Hotel Bahrain Bay - Manama, Kingdom of Bahrain, to consider the agenda below.

In the event that the required quorum is not met, a second meeting will be held on Tuesday, 2nd April 2024, corresponding to 23 Ramadan 1445H or a third meeting will be held, if necessary, on Tuesday, 9 April 2024, corresponding to 30th Ramadan 1445H, at the same time and place.

Agenda of the Annual General Meeting:

The Approval of The Following Points	Yes

1. To read and approve the minutes of the previous Annual General Meeting

held on 30th March 2023

1. To discuss and approve the Board of Directors' report on the Company's business activities for the financial year ended on 31st December 2023.
2. To listen to the external auditors' report on the Company's consolidated financial statements for the financial year ended on 31st December 2023.
3. To discuss and approve the consolidated financial statements for the financial year ended on 31st December 2023.
4. To approve the Board of Directors' recommendation to allocate net profits of

the financial year 2023 amounting to BHD 5,524,450, as follows:

a. To transfer an amount of BHD 4,870 to the statutory reserve account.

b. To distribute a total dividend of %20 of the Company's issued and paid-up

capital, mounting to BHD 2,930,183 for the financial year ended 31st December 2023, as follows:

• To distribute %15 as Cash dividends, excluding treasury shares, equating to 15 fils for each share amounting to BHD 2,197,637, excluding treasury shares.
• To distribute %5 as bonus shares, equating to BHD 732,546 (5 shares for

every 100 shares owned)

No

Abstain

Event

Date

Annual General Meeting Date	26th March 2024
(Shareholders' approval date)
Cum-Dividend Date	27th March 2024
(Last day of trading with entitlement to dividends)
Ex-Dividend Date	28th March 2024
(First day of trading without entitlement to dividends)
Record Date	31th March 2024
(The day on which all shareholders whose names are on the share register will be entitled to dividends)
Payment Date	16th April 2024
(The day on which the dividends will be paid to the entitled shareholders)

Esterad Investment Co B.s.c. Commercial Registration No: 1-1545

The Approval of The Following Points	Yes

c. To allocate an amount of BHD 100,000 to charity activities and civil society organizations.

d. To transfer the remaining amount of approximately BHD 2,489,397 to retained earnings.

6. To approve the Board of Directors recommendation to allocate an amount of

BHD 160,000 as remuneration to the Board of Directors.

7. To discuss and approve the corporate governance report for the year 2023 and the Company's compliance with all the governance requirements issued by the Ministry of Industry and Commerce and the Central Bank of Bahrain.

8. To disclose and approve the transactions concluded during the financial year ended 31st December 2023 with any of the related parties or major

shareholders of the Company, as indicated in Note No. 19 of the consolidated financial statements and the Board of Directors' report, pursuant to the provisions of Article (189) of Bahrain Commercial Companies Law.

1. To release the members of the Board of Directors from all liability in respect of their acts for the financial year ended on 31st December 2023.
2. To approve the appointment/reappointment of external auditors of the

Company for the financial year 2024 and authorize the Board of Directors to fix their fees.

1. To approve the buy back of the Company shares (treasury shares) not exceeding 10% of the total issued shares for the purpose of supporting the Company's share price, subject to obtaining the approval of the Central Bank of Bahrain.
2. To approve the appointment of a market maker in the market in which the
   Company's shares are listed, after obtaining the approval of the Central Bank of Bahrain, and authorizing the Board of Directors to identify the market maker, the duration of its contract, and other relevant decisions.
3. To elect the Company's Board of Directors for the next three years (2024-2027) consisting of Eight (8) seats.
4. Any recent issues in accordance with Article (207) of the Commercial Companies Law.

No

Abstain

Esterad Investment Co B.s.c. Commercial Registration No: 1-1545

Agenda of the Annual General Meeting:

The Approval of The Following Points	Yes

1. To read and approve the minutes of the previous Extraordinary General Meeting held on 30th March 2023

2. To approve the increase of the issued and paid-up share capital from BHD

14,706,316 (from 14,706,316 shares) to BHD 15,438,862 (to 153,833,620 shares)

by issuing 7,325,459 ordinary shares of nominal value BHD 0.100 each, in line with the decision of the annual ordinary general assembly to distribute bonus shares.

1. To approve amending the Company's Memorandum of Association and Articles of Association to reflect the amendments mentioned in Clause (2) above, and accordingly, approving an amended and re-stated Memorandum of Association and Articles of Association of the Company subject to the approval of the Central Bank of Bahrain and the Ministry of Industry and
   Commerce.
2. To authorize the Chairman of the Board of Directors and/or the CEO of the Company, or whomever they authorize, to singly carry out the necessary formalities, including signing the amended and restated Memorandum of Association and Articles of Association of the Company before the notary in the Kingdom of Bahrain, and submitting any relevant documents to the official authorities regarding the agenda (3) above.

No

Abstain

Shareholder Name:

Number of Share:

Shareholder No.:

Signature:

Date:

/

/ 2024

Esterad Investment Co B.s.c. Commercial Registration No: 1-1545

Important Notes to the Shareholders:

• Any shareholder whose name is registered in the Company's shareholder register at the date of the meeting is entitled to attend in person or to authorize another person through written proxy to attend and vote in the meeting on the shareholders' behalf.
• In the event that the shareholder is a legal person (a company), the agent who will attend the meeting must submit a proxy from the shareholder authorizing him to be the representative of that shareholder.
  The authorization must be in writing and issued by the company's authorized person, stamped with the company's seal, and must be submitted before the end of the specified date for depositing the proxy and attached with a valid copy of ID card or passport.
• It is not permissible to delegate the chairman, members of the board of directors, and employees of the Company to attend this meeting, without prejudice to the right to appoint first-degree relatives in accordance with the provisions of Article 203 of the Commercial Companies Law No. 21 of 2001, amended by Law No. 2014/50.
• Esterad Investment Company pays special attention to the needs of shareholders with special needs, and if you wish to participate and attend the meeting, we ask you to inform the bank 14 days before the date of the Ordinary General Assembly meeting to ensure your smooth participation.
• The proxy forms must be deposited at least 24 hours before the meeting date as indicated above, making sure to deliver it before the end of the specified time. We note that the proxy forms submitted after the end of the specified time are considered invalid for the purposes of the meeting.
• Shareholders are requested to deposit the proxy forms at least 24 hours before the meeting date with Kevin Technologies LLC at the following address (Office 74, Seventh Floor, Zamil Building No. 31, Road 383, Complex 305, Manama, Tel: [phone], Fax: [phone]).
• You can view the annual report for the year 2023 and the documents related to the meeting on the Company's website www.esterad.net.
• You can also view the financial statements for the year ending December 2023 ,31 and the proxy forms on the Company's official website www.esterad.net and the Bahrain Bourse website www.bahrainbourse.com.
• For any inquiries, please contact the Secretary of the Board of Directors on the following number: [phone].

Esterad Investment Co B.s.c. Commercial Registration No: 1-1545