Warba Bank K S C P : Supplementary Disclosure Minutes of Meetings of Warba Bank Extra-Ordinary General Assembly Convened on 27 March 2023

Translated Version

Minutes of Meeting for Warba Bank shareholders' Postponed Extraordinary General

Assembly Meeting on Monday, March 27, 2023.

The Postponed Extraordinary General Assembly of Warba Bank shareholders concluded its annual meeting at 12:30 pm on Monday, March 27, 2023, at the bank's main headquarters in Sharq - Omar bin Al-Khattab Street - Al-Raya Administrative Tower - Floor (13), in the presence of the shareholders who own 1,166,935,666 shares, representing 58.347% of the bank's capital amounting to KD 200,000,000. (Two hundred million Kuwaiti dinars) divided into 2,000,000,000 shares (two billion shares), and in the presence of:

1.	Mr. Hamad Musaed Al-Sayer	Chairman of the Board of Directors - Warba Bank
2.	Mr. Shaheen Hamad Al-Ghanim	Chief Executive Officer - Warba Bank

After announcing the quorum for the postponed Extraordinary General Assembly meeting, Mr. Hamad Musaed Al-Sayer started the meeting in his capacity as Chairman of the Board of Directors and Chairman of the General Assembly, welcoming the attendees, the following items on the Extra Ordinary General Assembly's agenda were then discussed and approved.

1- Approve the increase of the authorized, issued and fully paid-up capital of the Bank by 60,000,000 shares (sixty million shares) at a rate of 3% of the authorized, issued and paid-up capital, to be distributed at the rate of (3) shares for every one hundred shares, at an amount of KWD 6,000,000. (six million Kuwaiti Dinars), for the shareholders registered in the bank's records at the end of the record date specified for it on the date of 13 April 2023 on Thursday, and it shall be distributed to the shareholders on the payment date of 18 April 2023 on Tuesday, and to authorize the Board of Directors to dispose of fractional shares and ratify the corporate action schedule in the event that confirmation of the schedule cannot be announced

before eight working days at least from the record date due to a delay in finalizing the

declaration formalities.

2- Approve the following amendments to the Memorandum of Association and/or Articles of

Association of the company:

1. Approve the amendment of Article No. (7) of the Memorandum of Association and

Article No. (6) of the Company's Articles of Association as follows:

before modification		after modification
The authorized, issued, and paid-up share	The authorized, issued, and paid-up capital
capital of the company has been set at	of the company has been set at KD
KWD 200,000,000. (Two Hundred million	206,000,000. (Two hundred & Six million
Kuwaiti Dinars) divided into 2,000,000,000	Kuwaiti	dinars)	distributed	over
shares (2 billion shares), the value of each	2,060,000,000 shares (two billion & sixty
share is 100 (one hundred) fils, and all	million shares), the value of each share is 100
shares are cash.	(one hundred) fils, and all shares are cash.

2. Approve the amendment of Article No. (17) of the Company's Articles of Association as follows:

before modification	after modification
With the current Board of Directors	The company is managed by a board of
continuing to perform its duties until the	directors consisting of eleven members,
end of the term for which it was elected,	including at least four independent
the Company shall be managed by a Board	members, provided that the number of
of Directors consisting of eleven members,	independent members does not exceed half
including at least two independent	of the members of the board of directors.
members to be selected no later than	The Ordinary General Assembly elects the
12/31/2020, and at least four independent	members of the Board of Directors, chooses
members as of dated 06/30/2022,	the independent members by secret vote,
provided that the number of independent	and determines their remuneration.
members does not exceed half of the	The election of the Board of Directors shall
members of the Board of Directors.	be for a term of three years, subject to
	renewal, taking into account that the term of
The Ordinary General Assembly elects the	membership of the independent member
members of the Board of Directors,	ends with the end of the term of the Board
chooses the independent members by	in which he was chosen, and the Ordinary
secret vote, and determines their	General Assembly may choose him for one
remuneration.	more session.
The election of the Board of Directors shall	Except for the special provisions of the
be for a term of three years, subject to	independent members determined by the
renewal, taking into account that the term	law, the executive regulations, the

of membership of the independent member ends with the end of the term of the Board in which he was chosen, and the Ordinary General Assembly may choose him for one more session.

Except for the special provisions of the independent members determined by the law, the executive regulations, the instructions of the supervisory authorities, or this system, all the provisions to which other members of the Board of Directors are subject to are applied to the independent members, in particular the provisions stipulated in the Companies Law and its executive regulations for occupying positions. The vacancy in the Board of Directors, bearing in mind that if the vacant position is for an independent member, it shall be filled by another independent member.

instructions of the supervisory authorities, or this system, all the provisions to which other members of the Board of Directors are subject are applied to the independent members, in particular the provisions stipulated in the Companies Law and its executive regulations for occupying vacant positions in the Board of Directors, bearing in mind that if the vacant position is for an independent member, it shall be occupied by another independent member.

The meeting ended at 01:00 pm.