Al Salam Bank B.S.C.

Invitation to the Annual Ordinary and Extra Ordinary General Assembly Meetings (1/ 2025)

To download the Proxy form for the Extraordinary General Meeting, please click here

To download the Annual Ordinary and Extraordinary General Meeting Results, please click here

To download the AGM EGM Meeting Minutes, please click here

To download the Ordinary General Meeting Minutes , please click here

The Chairman of the Board of Directors of Al Salam Bank B.S.C (the “Bank”) cordially invites the shareholders to attend the Bank’s Annual Ordinary and Extra Ordinary General Meetings, to be held on Wednesday, 19 March 2025, at 11:00 a.m. and 12:00 p.m. respectively at Al Ghazal 3 Ballroom, Ritz Carlton Hotel, Seef District, Kingdom of Bahrain. As per the requirements of the Commercial Companies, in the absence of a quorum on the first scheduled date for the meetings, a second meeting will be scheduled on Thursday, 27 March 2025 at the same venue and time; and in the absence of quorum on such second date for the meeting a third meeting will be scheduled on Wednesday, 9 April 2025 at the same venue and time.

Agenda of the Annual Ordinary General Assembly Meeting:

1. To approve the minutes of the previous Annual Ordinary General Meeting held on 31 March 2024.
2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the financial year ended 31 December 2024
3. To discuss the Shari’a Supervisory Board’s report for the financial year ended 31 December 2024
4. To discuss the external auditors’ report on the consolidated financial statements of the Bank for the financial year ended 31 December 2024.
5. To discuss and approve the consolidated financial statements of the Bank for the financial year ended 31 December 2024.
   
6. To report the transactions carried out by the Bank during the financial year ended 31 December 2024 with any related parties or major shareholders of the Bank as presented in the note (no. 29) to the consolidated financial statements in accordance with Article 189 of the Commercial Companies Law No. 21 for the year 2001 and its amendments
7. To approve the recommendations of the Board of Directors with respect to the following appropriations of the available net profit attributable to shareholders for the financial year ended 31 December 2024:
   1. Transfer of BD 5.901 million to the statutory reserves.
   2. Distribute a total Dividends of 14% of the issued and paid-up share capital of the Bank, amounting to BD 37.533 million, for the financial year ended 31 December 2024, as follows:
      1. 6% as cash dividends, equivalent to 6 Bahraini fills per share, amounting to BD 15.551 million, excluding treasury shares;
      2. 8% as bonus shares, equating to 21.982 million shares - i.e. (1 share for each 12.5 shares held).
   The last day of trading with entitlement to dividends is 20 March 2025, and the first day of trading without entitlement to dividends is 21 March 2025 on Dubai Financial Market (DFM) and 23 March 2025 on Bahrain Bourse. The record date is 24 March 2025 and the dividends will be paid to the entitled shareholders on 7 April 2025.
   1. Retain BD 1 million for charitable donations and social welfare programs.
   2. Transfer of the remaining balance of BD 10.569 million to retained earnings account.
8. To approve remuneration to the members of the Board of Directors amounting to BD 1.110 million, for the financial year ended 31 December 2024
9. To receive and discuss the Bank’s Corporate Governance Report for the financial year ended 31 December 2024, as required by the Central Bank of Bahrain and Ministry of Industry and Commerce.
10. To absolve the members of the Board of Directors from any liability for their actions as directors during the financial year ended 31 December 2024
11. To appoint or reappoint the Shari’a Supervisory Board for the financial year ending 31 December 2025 and authorize the Board of Directors to determine their remuneration.
12. To appoint or reappoint external auditors for the financial year ending 31 December 2025 and authorize the Board of Directors to determine their remuneration, taking in consideration that this appointment will be subject to the approval of the Central Bank of Bahrain.
13. To discuss and approve any other matters that may arise as per Article 207 of the Commercial Companies’ Law.

Agenda of the Extra Ordinary General Assembly Meeting:

1. To ratify the previous minutes of the Extra Ordinary General Meetings held on 31 March 2024.

2. To approve increase of the issued and paid-up share capital from BD 274,777,666 to BD 296,759,879, and the issued shares from 2,747,776,658 ordinary shares to 2,967,598,791 ordinary shares, resulting from the issuance of bonus shares amounting to 219,822,133 shares, in accordance with the resolutions of the Bank’s Annual Ordinary General Meeting on 19 March 2025. This amendment will be subject to the approval of the Central Bank of Bahrain.
   

3. To approve amending the Memorandum of Association and Articles of Association of the Bank to reflect the resolutions mentioned in items (2), and accordingly adopting an Amended and Restated Memorandum of Association and Articles of Association for the Bank. This amendment will be subject to the approval of the Central Bank of Bahrain and the Ministry of Industry and Commerce.

4. To authorize the Chairman of the Board of Directors and/ or the Bank’s Group Chief Executive Officer, Mr Rafik Nayed and/ or Keypoint representative to individually carry out the necessary formalities, sign the Amended and Restated Memorandum of Association and Articles of Association of the Bank before the Notary Public and submit the relevant documents to the concerned authorities.
   

Shaikh Khaled Bin Mistahel Al-Mashani

Chairman of the Board

Important notes to the shareholders:

1. Shareholders whose names are registered in the share register of the Bank on the date of the meetings are entitled to attend in person, or appoint in writing a proxy to attend the meetings and vote on behalf of such shareholder, provided such proxy is not a director or employee of the Bank (unless the proxy is a first degree relative of the shareholder).
2. You can download a copy of the proxy form from the Bank's website alsalambank.com and Bahrain Bourse website www.bahrainbourse.com
3. The proxy form should be submitted before the “Submission Deadline”, no later than 24 hours before the scheduled meeting date to Al Salam Bank B.S.C., on its address 15th Floor, Building 935, Road 1015, Block 410, P.O. Box 18282, Manama, Kingdom of Bahrain. Proxy forms may be delivered by hand, post, or facsimile transmission (fax no.: +973 17131073) or by E-mail: investors@alsalambank.com.
4. In the case of an institutional shareholder, the representative attending the meeting must submit the proxy form signed by an authorized signatory of the relevant institutional shareholder. The proxy must be sealed by the institutional shareholder’s stamp.
5. You can download the consolidated financial statements for the year ended 31 December 2023 and the proposed draft of the Amended and Restated Memorandum of Association and Articles of Association of the Bank from the Meetings Booklet, from the Bank's website alsalambank.com and Bahrain Bourse website www.bahrainbourse.com
6. For any inquiry, please contact the Investor Relations Department on: +973 17133399 or +973 17133560.