Bahrain Kuwait Insurance Company B.S.C.

Invitation to the Annual General and Extraordinary General Meetings

To be held on Monday 29 March 2021 at 10:30 am and 11:00 consecutively

The Board of Directors of Bahrain Kuwait Insurance Company B.S.C. would like to invite the Shareholders to attend the Annual General and Extraordinary Meetings, which will be held on Monday 29 March 2021 at 10:30 am and 11:00 am consecutively, at Bahrain Kuwait Insurance Company premises in Seef District – Kingdom of Bahrain and via video conferencing. In the absence of quorum, a second meeting will be held on Monday 5 April 2021 at the same time and place. In the absence of quorum on the second date, a third meeting will be scheduled on Monday 12 April 2021 at the same time and place to discuss and adopt the agenda items below:

Agenda for the Ordinary General Meeting:

1)          Approve the previous minutes of Annual General Meeting held on 25 March 2020.

2)          Discuss and approve the Board of Directors report for the financial year ended 31 December 2020.

3)          Listen to the external auditors’ report on the financial statements for the year ended 31 December 2020.

4)          Discuss and approve the financial statements for the year ended 31 December 2020.

5)          Discuss and approve the following recommendations of the Board of Directors in allocating the net profits for the financial year ended 31 December 2020 as follows:

a)       Transfer BD 331,831/- to the statutory reserve.

b)      Distribution of BD 2,136,140/- cash dividends of 15% of the paid-up capital equivalent to 5 fils per share (Excluding the Treasury Shares) to shareholders, as follows:


Event

Date

Cum-Dividend Date

(Last day of trading with entitlement to dividends)

30 March 2021

Ex-Dividend Date

(First day of trading without entitlement to dividends)

31 March 2021

Record Date

(The Day on which all shareholders whose names are on the share register will be entitled to dividends)

1 April 2021

Payment Date

(The Day on which the dividends will be paid to the entitled shareholders)

15 April 2021



















c)      Distribution of BD 700,000/- Bonus Share of 4.8351% of the paid-up capital Equivalent to 4.8351 shares for every 100 shares.

d)      Transfer BD 150,342/- to the retained earnings.


6)          Approve the recommendation to allocate BD 150,000/- as remuneration to the Board of Directors for the year ended 31 December 2020.

7)          Approve to allocate BD 50,000/- for the Charity and Donations.

8)          Inform shareholders about related party transactions during the year ended 31 December 2020 as detailed in note (29) of the financial statements.

9)          Discuss and approve the Corporate Governance report for the year 2020 and the Company’s compliance with Central Bank of Bahrain’s requirements.

10)       Discharge the Board of Directors for all the matters related to their conduct for the financial year ended 31 December 2020.

11)       Appointment/ Re-appointment of the External Auditors for the financial year 2021, subject to the approval of the Central Bank of Bahrain and authorize the Board of Directors to fix their fees.

12)       Any additional matters in accordance with article 207 of Bahrain Commercial Companies Law.


Agenda for the Extraordinary General Meeting:

 1)     Approve the previous minutes of Extraordinary General Meeting held on 22 March 2018.

2)      Approve the recommendation to increase the paid-up capital from BD 14,300,000 to BD 15,000,000 through the issuance of bonus shares of 7,000,000 equivalent to BD 700,000.


3)      Approve to amend the Memorandum & Articles of Association to agree with the increase in the paid-up capital.


4)     Authorize the Board or whomsoever the Board authorizes to undertake the necessary steps to execute the above amendments of the Memorandum and Articles of Association before a Notary Public and to represent the Company before the relevant regulatory authorities in connection therewith on behalf of the Shareholders.


Important notes to the shareholders:

1)      Any registered shareholder wishing to attend the meeting via video conferencing is requested to send an email request (for an institutional shareholder, its authorized personnel) to KFin Technologies W.L.L. (Bahrain) on bahrain.helpdesk@kfintech.com no later than 24 hours before the scheduled meeting date containing a clear copy of the relevant shareholder and proxy holder’s identification documents or passport. Once the information provided is verified, details on how to access the meeting will be sent to the attendee.


2)        All registered Shareholders at the annual general meeting date are eligible to attend the meeting or appoint, in writing, a proxy to attend and vote on their behalf provided that such proxy is not a director or employee of the Company.


3)       In the case of an institutional shareholder, the representative attending the meeting must submit the proxy signed by an authorized signatory of the relevant institutional shareholder. The proxy must be sealed by the institutional shareholder’s stamp.


4)        A copy of the proxy form is available on the Company’s website www.gigbh.com and Bahrain Bourse’s website www.bahrainbourse.com.


5)        The proxy form should be submitted to Bahrain Kuwait Insurance Company B.S.C. on its address Building 2775, Road 2835, Block 428, Seef District - P.O. Box 10166, Manama, Kingdom of Bahrain, no later than 24 hours before the scheduled meeting date. Proxy forms may be delivered by hand, post, or by email: fardan@gig.com.bh. Any proxies received after the deadline will not be valid for the meetings.


6)         The financial statements for the year ended 31 December 2020 are available on the Company’s website www.gigbh.com and Bahrain Bourse’s website www.bahrainbourse.com.


7)        For any inquiries, please call the Secretary to the Board on 17119914.

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