Translated Version

Minutes of Meeting for the Ordinary General Assembly Meeting of Warba Bank Shareholders

For the Fiscal Year that Ended on 12/31/2022

Held on Monday, March 20, 2023.

The Ordinary General Assembly of Warba Bank shareholders held its meeting for the fiscal year ending on

December 31, 2022, at 12:30 pm on Monday March 20, 2023, at the bank's main headquarters in Sharq -

Omar Bin Al-Khattab Street - Al-Raya Administrative Tower - Floor (13) In the presence of shareholders who own 1,166,931,508 shares, representing 58.347% of the bank's capital amounting to KD 200,000,000

(Two billion Kuwaiti dinars divided into 2,000,000,000 shares), 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

3.

Sheikh/ Dr. Muhammad Oud Al-Fazia

Member of the Sharia Supervisory Board of

Warba Bank

4.

Mr. Bader Adel Al-Abduljader

Al-Aiban, Al-Osaimi and Partners E&Y

5.

Mr. Jassim Mohammed Al-Qenaei

Safi Al Mutawa & Associates KPMG

Mr. Hamad Al-Sayer, Chairman of the Board of Directors, and Chairman of the Ordinary General Assembly welcomed everyone to the meeting and announced the presence of a quorum. The following items on the

Ordinary General Assembly's agenda were then discussed and approved:

1) Approving the report of the Board of Directors for the fiscal year ending on 12/31/2022. 3.214% of the bank's shareholders abstained from voting.

2)Approving the report of the bank's auditors for the fiscal year ending on 12/31/2022.

2.017% of the bank's shareholders abstained from voting.

  • 3) Approving the report of the Sharia Supervisory Board regarding the compliance of the bank's

    business with the provisions of Islamic Sharia for the fiscal year ending on 12/31/2022.

    2.019% of the bank's Shareholders abstained from voting.

  • 4) Approving the report of the external Sharia auditor for the fiscal year ending on 12/31/2022.

    2.019% of the bank's Shareholders abstained from voting.

  • 5) Approving the report on the penalties imposed on the bank by the regulatory authorities during the year 2022.

    2.017% of the bank's Shareholders abstained from voting.

  • 6) Approving the financial statements, profit and loss accounts for the fiscal year ending on 12/31/2022.

    2.017% of the bank's Shareholders abstained from voting.

  • 7) Approving the Board of Directors' proposal to distribute cash dividends for the fiscal year ending

    on 31/12/2022 at the rate of 3% of the nominal value of one share (3 fils per share).

    2.017% of the bank's Shareholders abstained from voting.

  • 8) Approving the Board of Directors' proposal to distribute profits for the fiscal year ending on

    12/31/2022 in the form of free bonus shares by issuing 60,000,000 (sixty million) new shares at the 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 the rate of an amount of KWD 6,000,000. (six million Kuwaiti

    Dinar).

    2.017% of the bank's Shareholders abstained from voting.

  • 9) The cash dividends and bonus shares mentioned in Items Seven and Eight shall be due to 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 they 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.

    2.017% of the bank's Shareholder abstained from voting.

  • 10) Approving of the deduction of a compulsory reserve of 10% of the net profit and return for the

    fiscal year ending on 12/31/2022 for the bank's shareholders before deductions.

    2.017% of the bank's Shareholders abstained from voting.

  • 11) Approving the payment of bonuses to members of the Board of Directors at a value of 66 thousand

    Kuwaiti dinars for the fiscal year ending on 12/31/2022.

    Shareholders owning 2.017% of the bank's shares abstained from voting.

  • 12) pproving the report of transactions with related parties that occurred during the fiscal year ending on 12/31/2022.

    Shareholders owning 2.019% of the bank's shares abstained from voting.

    Shareholders owning 3.041% of the bank's shares also voted against the decision.

  • 13) Approving of the authorization of the Board of Directors to deal with related parties, as well as granting current account funds, providing facilities, guarantees, letters of guarantee, and all banking transactions for members of the Board of Directors and related parties in accordance with the provisions of Islamic Sharia - according to the same conditions and rules that the Bank applies to

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Warba Bank KSC published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2023 06:37:05 UTC.