Kuwait Financial Centre KPSC : Annual general meeting outcome

Minutes of the ordinary general assembly meeting

The Ordinary General Assembly of Kuwait Financial Centre (a Kuwaiti public shareholding company) was held at eleven o'clock in the morning on Tuesday, March 19, 2024, in Burj Alshaya - meeting room - floor 21, in the presence of Mr. Diraar Yousef Al-Ghanim - Chairman of the Board of Directors.

The meeting was also attended by:

The company's external auditors, represented by:

Mr. Abdul Latif Al-Aiban from Grant Thornton's office - Al-Qatami,Al-Aiban and Partners.

Mr. Talal Yousef Al-Muzaini from Deloitte - Al-Wazzan & Partners.

Kuwait Clearing Company, represented by Mr. Omar Khalil.

The meeting was chaired by Mr. Diraar Yousef Al-Ghanim - Chairman of the Board of Directors. He opened the meeting, welcoming the attendees, and announcing the completion of a quorum in the presence of shareholders representing

75.038% of the total shares of the company's capital, as follows:

• Shareholders via electronic attendance: They own 210,666,900 shares representing a percentage of 42.435% of the total shares of the company's capital.
• Shareholders through direct attendance: They own 161,857,852 shares representing a percentage of 32.603% of the total shares of the company's capital.

The Chairman then began discussing the agenda items, and the following decisions were taken:

1. The Board of Directors' report for the financial year ending on 12/31/2023 was discussed and approved. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
2. The report of the company's external auditors for the financial year ending on 12/31/2023 was discussed and approved. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
3. The financial statements for the fiscal year ending on 12/31/2023 were discussed and approved. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
4. The following two reports were read and approved:
5. 1. The Corporate Governance Report for the fiscal year ending 12/31/2023, which includes a schedule of the total remuneration granted to members of the Board of Directors, executive management, and managers.
   2. The Board Audit Committee report for the financial year ending 12/31/2023.

Shareholders representing 96.674% of the total attendance approved, 0.009% rejected and 3.317% abstained from voting.

5. A statement of the disciplinary actions by the regulatory authorities and the penalties issued as a result (financial and non-financial) during the fiscal year ending on 12/31/2023 was reviewed: no penalties were imposed on the company during the year 2023. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.

1. It was approved to deduct the legal reserve at a rate of 10%, amounting to 445,823 Kuwaiti dinars. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
2. It was approved to deduct the voluntary reserve at a rate of 10%, amounting to 445,823 Kuwaiti dinars. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
3. It was approved to deduct 1% of net profits for the benefit of the Kuwait Foundation for the Advancement of Sciences. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
4. The Board of Directors' recommendation to distribute dividends for the financial year ending on 12/31/2023 was approved, according to the following:
5. 1. Cash dividends of 6% (six percent) of the nominal value of one share (i.e., 6 fils per share), for shareholders registered in the company's shareholder records as of the end of the specified Record Date, at least 10 working days after the date of the Ordinary General Assembly. Distribution of dividends begins 3 business days after the end of the Record Date.

The Board of Directors is authorized to amend the Corporate Actions Disclosure Form in the event that it is not possible to announce confirmation of the Form at least 8 business days before the Record Date due to delays in the publication procedures.

Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.

1. It was approved to pay a remuneration to members of the Board of Directors amounting to 84 thousand Kuwaiti dinars for the financial year ending on 12/31/2023. The Board Audit Committee's remuneration of 15 thousand Kuwaiti dinars will be distributed equally to its members. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
2. The Board of Directors has been authorized to buy or sell the company's shares not exceeding 10% of the number of its shares, in accordance with the articles of Law No. 7 of 2010 and its executive regulations and their amendments. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
3. The General Assemble discussed and approved the issuance of bonds in Kuwaiti dinar or in any other currency the Board deems appropriate, not exceeding the legally authorized maximum limit or its equivalent in foreign currencies, with the Board of Directors authorized to determine the type of these bonds, their duration, nominal value, interest rate, date of payment, and other matters and terms and conditions, after obtaining the approval of the competent regulatory authorities. Shareholders representing 96.674% of the total attendance approved, 0.009% rejected and 3.317% abstained from voting.
4. The transactions that have occurred or will occur with related parties have been reviewed and approved, and the company's transactions and its conclusion of agreements and contracts with related parties that took place during the fiscal year ending on December 31, 2023, have been reviewed and approved, including transactions that fall within the scope of normal business and the services provided by the company. The company's Board of Directors has been authorized to deal with related parties during the fiscal year ending on December 31, 2024, until the date of the Ordinary Annual General Assembly of the company's shareholders for the fiscal year ending on December 31, 2024, including transactions that fall within the scope of normal business and the services the

company provides. Shareholders representing 96.674% of the total attendance approved, 0.009% rejected and 3.317% abstained from voting.

1. The General Assembly approved for anyone who has a representative on the Board of Directors, the Chairman, a member of the Board of Directors, a member of the Executive Management, their spouses, or their second-degree relatives to have a direct or indirect interest in the contracts and transactions concluded with the company or on its behalf for the financial year 2024, in accordance with the text of Article 199 of Companies Law No. 1 of 2016, and in accordance with the provisions of Articles (7/4, 7/5, 7/6) of Rule Six of Chapter Seven of Book Fifteen of the Executive Regulations of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and Regulating Securities Activities.
   Shareholders representing 96.674% of the total attendance approved, 0.009% rejected and 3.317% abstained from voting.
2. The General Assembly discussed and approved to release the members of the Board of Directors and absolve them of all liabilities related to their legal actions for the fiscal year ending on 12/31/2023. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.
3. The General Assembly approved the appointment of Mrs. Hind Abdullah Hamad Al-Sarai from Grant Thornton's office - Al-Qatami,Al-Aiban & Partners, and the re-appointment of Mr. Talal Yousef Al-Muzaini from Deloitte - Al- Wazzan & Partners for the fiscal year ending on 12/31/2024. They are among the approved list of auditors at the Capital Markets Authority, taking into account the period of mandatory change of auditors. The Board of Directors was authorized to determine their fees. Shareholders representing 96.683% of the total attendance approved and 3.317% abstained from voting.

The meeting ended at eleven thirty in the morning.

Note: This is a translation for ease of reference only. The binding text is the Arabic text. In case of any difference between the Arabic and the English texts, the Arabic will prevail.