Manama I 14 November 2023
Al Baraka Banking Group B.S.C (ABG) held its e-Extraordinary General Meeting (EGM) on Tuesday, 14 November 2023 chaired by the Vice Chairman of the Group’s Board, Mr. Mohamed Al Shroogi via e-AGM audiovisual communication technology with a quorum of 83.3%. The meeting was held in the presence of the Group Chief Executive Officer, Mr. Houssem Ben Haj Amor, as well as the Board of Directors and Executive Management, with the participation of shareholders, representatives of the supervisory authorities of Central Bank of Bahrain and the Ministry of Industry and Commerce (CBB and MOIC).
The Meeting began with the approval of the minutes of the previous Extraordinary General Assembly meeting held on March 30, 2022. Then the shareholders approved the delisting of Al Baraka Group’s shares from Bahrain Bourse pursuant to the Exit Offer by Dallah Al Baraka Holding Company B.S.C.(c) to the shareholders of the Company subject to obtaining necessary regulatory approvals.
The Group's shareholders approved the proposed conversion of the legal form of Al Baraka Group B.S.C. from Public (B.S.C.) to a Closed Shareholding Company (B.S.C.(c)) as per the provisions of the Commercial Companies Law and the Ministry of Industry, and Commerce (“MOIC”)’s approval. They also approved changing the commercial name of Al Baraka Group B.S.C. to Al Baraka Group B.S.C.(c).
The EGM then approved the amendment and restatement in full of the Memorandum and Articles of Association of the Company (in the form of the draft circulated to the shareholders), subject to obtaining the approval of the Central Bank of Bahrain and to finalizing the shareholding structure following the objection period as per the requirements under the Commercial Companies Law and the MOIC’s approval and authorizing the Board of Directors to finalize the terms of the Memorandum and Articles of Association to reflect any changes required by MOIC or Central Bank of Bahrain subsequent to the issuance of the EGM resolution and to finalize the shareholding structure following the lapse of the objection period following the publication of the conversion notice by the MOIC.
Finally, the shareholders authorized the Board of Directors to authorize and empower the Board of Directors or its delegate to undertake the necessary steps and to implement or execute any documents necessary in order to implement the resolution of the extraordinary general assembly, including signing the fully amended memorandum and articles of association before the notary public and any forms or documents required by the relevant regulatory authorities.
On this occasion, Mr. Al Shroogi and all members of the Board of Directors expressed their sincere thanks to the Ministry of Industry and Commerce, Central Bank of Bahrain, Bahrain Bourse for their cooperation since the Group was established. They also extended their thanks to all Central Banks in the countries in which the Group’s Banks operate and to all investors and customers for their continuing support. The Board also thanked all the employees for their hard work, dedication and loyalty.
The Meeting began with the approval of the minutes of the previous Extraordinary General Assembly meeting held on March 30, 2022. Then the shareholders approved the delisting of Al Baraka Group’s shares from Bahrain Bourse pursuant to the Exit Offer by Dallah Al Baraka Holding Company B.S.C.(c) to the shareholders of the Company subject to obtaining necessary regulatory approvals.
The Group's shareholders approved the proposed conversion of the legal form of Al Baraka Group B.S.C. from Public (B.S.C.) to a Closed Shareholding Company (B.S.C.(c)) as per the provisions of the Commercial Companies Law and the Ministry of Industry, and Commerce (“MOIC”)’s approval. They also approved changing the commercial name of Al Baraka Group B.S.C. to Al Baraka Group B.S.C.(c).
The EGM then approved the amendment and restatement in full of the Memorandum and Articles of Association of the Company (in the form of the draft circulated to the shareholders), subject to obtaining the approval of the Central Bank of Bahrain and to finalizing the shareholding structure following the objection period as per the requirements under the Commercial Companies Law and the MOIC’s approval and authorizing the Board of Directors to finalize the terms of the Memorandum and Articles of Association to reflect any changes required by MOIC or Central Bank of Bahrain subsequent to the issuance of the EGM resolution and to finalize the shareholding structure following the lapse of the objection period following the publication of the conversion notice by the MOIC.
Finally, the shareholders authorized the Board of Directors to authorize and empower the Board of Directors or its delegate to undertake the necessary steps and to implement or execute any documents necessary in order to implement the resolution of the extraordinary general assembly, including signing the fully amended memorandum and articles of association before the notary public and any forms or documents required by the relevant regulatory authorities.
On this occasion, Mr. Al Shroogi and all members of the Board of Directors expressed their sincere thanks to the Ministry of Industry and Commerce, Central Bank of Bahrain, Bahrain Bourse for their cooperation since the Group was established. They also extended their thanks to all Central Banks in the countries in which the Group’s Banks operate and to all investors and customers for their continuing support. The Board also thanked all the employees for their hard work, dedication and loyalty.