Annual General Meeting of Al Baraka Banking Group Approves Cash Dividend Payouts and Bonus Shares to Shareholders of US$ 68.9 million
20 March 2017
Al Baraka Banking Group B.S.C (ABG) held its Ordinary and Extra-ordinary General Meetings on 20th March 2017 at Al Baraka headquarters in Bahrain Bay, Kingdom of Bahrain.
The Group's shareholders reviewed at the ordinary general meeting the report submitted by the Board of Directors on the Group's activities, the report of the Sharia Supervisory Board and the external auditors report for the financial year ended 31 December, 2016. The consolidated financial statements for the financial year ended 31 December 2016 were also reviewed and approved. The meeting approved the proposed distribution of profits for the financial year ended 31 December 2016 subject to the required official approvals and the transfer of 10% of the net income amounting to US$ 15,154,458 to the statutory reserve, the distribution US$ 11,396,304 as cash dividend to the shareholders amounting to a 1 US Cent for each share equal to 1% of the par value of the share, and the transfer of US$ 124,993,819 to the retained earnings.
The ordinary general meeting approved also the recommendation of the Board of Directors to distribute bonus shares to shareholders, registered as of the date of the meeting, amounting to 1 share for every 20 fully paid up shares (totaling US$ 57,460,923 and equal to 5% of the issued and paid up capital) from the retained earnings subject to the required official approvals.
The meeting approved a remuneration of US$ 1.5 Million to the Members of the Board of Directors and the recommendation of the Board of Directors to reappoint Ernst and Young as Auditors for the financial year ending 31 December 2017, and to authorize the Board of Directors or its delegate to fix their remuneration.
The meeting then reviewed the Corporate Governance Report pursuant to Central Bank of Bahrain (CBB) regulations, which included the evaluation of the performance of ABGs board of directors, members of the Board and Board Committees and the attendance of members at Board Meetings for 2016.
The meeting also approved the payment of the shareholders Zakat (on the distributable dividends as of 31 December 2016) of 25.78 US Cents for each 1,000 shares, and authorized the ABG management to pay US$ 4,021,457 as Zakat on behalf of the shareholders, to be deducted directly from the retained earnings.
The AGM elected the members of the board of directors for a new term of three years after obtaining CBBs approval. The following members were so elected: Shaikh Saleh Abdullah Kamel, Mr. Abdulla A. Saudi, Mr. Abdullah Saleh Kamel, Mr. Saleh Al Yousef, Mr. Adnan Ahmed Yousif, Mr. Abdul Elah Sabbahi, Mr. Ebrahim Fayez Al Shamsi, Mr. Jamal Bin Ghalaita, Mr. Yousef Ali Fadil Bin Fadil, Dr. Bassem Awadallah, Mr. Mohyedin Saleh Kamel, Mr. Fahad Abdullah A. Al-Rajhi and Mr. Saud Saleh AlSaleh.
The meeting then elected the members of the Sharia Supervisory Board for a new term of three years.
The Extraordinary General Meeting (EGM) then was held and it approved the increase of the issued and paid up share capital from US$ 1,149,218,451 to US$1,206,679,374 by the transfer of US$ 57,460,923 to the Share Capital and the issue of bonus shares of 1 share for every 20 fully paid up shares to the shareholders registered as of the date of this meeting. The meeting also approved amendment to the Memorandum and Articles of Association to increase the capital as above and the authorize and empower the Board of Directors or its delegate to take the necessary action to effect the amendments in the Memorandum and Articles of Association and publish information on the increase in the share capital, and the amendment to the Memorandum and Articles of Association.
Then the EGM approved amendments to Article (20) and (22) of the Articles of Association subject to the approval of the CBB regarding the issuance of Investment Sukuk and the subscription in the same. Based on this amendment, the EGM approved the recommendation of the Board of Directors to issue Sukuk amounting up to US$ 500 million in one or multiple issuances on the terms and conditions determined by the Executive Management of ABG and authorized the President and Chief Executive to take the necessary procedures to appoint a Global coordinator and Bookrunner and/or any other third parties in this respect, and to take the required steps to launch, the Sukuk, including undertaking the necessary legal procedures and liaising with the relevant regulators and listing authorities, joint lead managers, co-managers and other investors, advisors and third parties. Such Sukuk issuance will be subject to the approval of the CBB. Also, the EGM authorized the Board of Directors or its designated delegate to take all necessary action in connection with the Sukuk issuance, to attest, notarize and publicize the increase in the share capital to effect the required amendments to the Memorandum and Articles of Association.
At the conclusion of the two meetings, the shareholders praised the performance of the Group in year 2016 and the excellent financial results that it achieved, especially that all units of the Group had contributed to the results, which enhances the confidence in the future performance of the Group, based on diversity of products, depth of knowledge and commitment to the highest professional and ethical standards.
The Group's financial results for year 2016 showed an increase of 7% in the Groups total operating income to US$1.08 billion, with a 9% increase in net operating income to US$507 million. This was achieved against the headwind of significant currency devaluations against the US dollar, and therefore understated the true rate of growth. After a 6% rise in operating expenses, due to investment in expanding our branch network, and increase in provisions, the Group achieved a net income of US$268 million. The Groups assets totalled US$23.4 billion at the 2016 year end, showing a slight reduction from the previous year due to the strong US Dollar. However, in terms of the local currencies the Groups total assets grew by 18%, reflecting continued expansion in our asset base.
On this occasion, Shaikh Saleh Abdullah Kamel, Chairman of Al Baraka Banking Group, Mr. Abdulla Ammar Al Saudi, Vice Chairman, Mr. Abdullah Saleh Kamel, Vice Chairman, Mr. Adnan Ahmed Yousif, President & Chief Executive of the Group and all members of the Board of Directors expressed their sincere thanks to the Ministry of Industry, Commerce and Tourism, Central Bank of Bahrain, Bahrain Bourse and Nasdaq Dubai for the cooperation and assistance they extended to the Group since it was established. They also extended their thanks to all central banks in the countries in which Group banks operate and to all investors and customers for their continuing support and custom. They also thanked all the employees for their hard work, dedication and loyalty.
Al Baraka Banking Group (B.S.C) is licensed as an Islamic wholesale bank by the Central Bank of Bahrain, listed on Bahrain Bourse and Nasdaq Dubai stock exchanges. It is a leading international Islamic banking group providing its unique services in countries with a population totaling around one billion. It is jointly rated BBB+ (long term) / A3 (short term) on the international scale and A+ (bh) (long term) / A2 (bh) (short term) on the national by Islamic International Rating Agency & Dagong Global Credit Rating Company Limited, and by Standard & Poor's at BB+ (long term) / B (short term).
Al Baraka offers retail, corporate, treasury and investment banking services, strictly in accordance with the principles of the Islamic Shari'a. The authorized capital of Al Baraka is US$ 1.5 billion, while total equity is at about US$ 2 billion. The Group has a wide geographical presence in the form of subsidiary banking units and representative offices in fifteen countries, which in turn provide their services through over 700 branches. Al Baraka currently has a strong presence in Turkey, Jordan, Egypt, Algeria, Tunisia, Sudan, Bahrain, Pakistan, South Africa, Lebanon, Syria, Iraq and Saudi Arabia, including two representative offices in Indonesia and Libya.