Esterad Investment BSC : AGM Agenda 2022 – English

Esterad Investment Co. B.S.C.

Invitation to the Annual General Meeting and Extraordinary General Meeting

The Board of Directors of Esterad Investment Co. B.S.C. (CR: 1545-1) is pleased to invite the shareholders to attend the Annual General Meeting (AGM) and the Extraordinary General Meeting (EGM) of 2022 that will be held on Wednesday 30th March 2023 at 11:00AM at the Four Seasons Hotel, Bahrain Bay, Manama, Kingdom of Bahrain.

In the event that the quorum is not met, the second meeting will be held on Thursday 6th April 2023. In the event the quorum of the second meeting is not met, the third meeting will be held on Thursday 13th April 2023 at the same time and through the same arrangements mentioned above.

Agenda of the Annual General Meeting:

1. To read and approve the minutes of the previous AGM meeting dated 30th March 2022.
2. To discuss and approve of the Board of Directors' Report for the year ending 31st December 2022.
3. To listen to the external auditor's report regarding the Company's financial status for the year ending
   31st December 2022.
4. To review and approve the audited consolidated financial statements for the year ending 31st December 2022.
5. To review and approve the Board's recommendation of the following appropriations for the year 2022.
6. 1. Transferring BD 5,613 to the statutory reserve account.
   2. Distribution of cash dividends to registered shareholders of 6% of share nominal value, equivalent to 6 fils per share amounting to BD 836,720 for the financial year ending 31st December 2022, as below:

Event	Date
General Meeting Date	30th March 2023
Cum-Dividend Date	2nd April 2023
(Last day of trading with entitlement to dividends)
Ex-Dividend Date	3rd April 2023
(First day of trading without entitlement to dividends)
Record Date	4th April 2023
(The day on which all shareholders whose names are on
the share register will be entitled to dividends)
Payment Date	18th April 2023
(The day on which the dividends will be paid to the entitled
shareholders)

1. Allocation of BD 25,000 for charity and Corporate Social Responsibility.
2. Transfer to Retained Earnings BD 1,293,945.

6. Approval of a proposal to pay BD 58,500 as Board of Directors' remuneration for 2022.

1. To discuss and approve the Board of Directors' Corporate Governance Report for the year ending 31st December 2022; and comply with the requirements of the Ministry of Industry and Commerce and, the Central Bank of Bahrain.
2. To notify and approve the related party transactions carried out during the financial year ending 31st December 2022 as stated in note# 19 of the financial statements in line with Article 189 of the Commercial Companies Law.
3. To relieve the Board of Directors of any liability regarding the decisions they have taken during the year ending 31st December 2022.
4. To approve the reappointment of external auditors for 2023 and authorizing the Board of Directors to decide their fees.
5. Any other business in accordance with Article 207 of the Commercial Companies Law.

Agenda of the Extraordinary General Meeting:

1. To approve the minutes of the previous Extraordinary General meeting held on 30th March, 2022.
2. To approve and amend the addition of new activities pertaining to Article number 5 relating to the objective of the Company in the Memorandum of Association and Articles of Association as follows:
3. • Selling and buying shares, bonds and all types of securities in private and public companies inside and outside of the Kingdom of Bahrain for the Company's account only.
   • Sales at the same cost, or for consideration, or on the basis of a contract or through auctions.
   • Management consultancy activities.
   • All types of constructional activities.
   • Other professional and technical activities, i.e. the arrangement of buying and selling small and medium businesses.
   • The Company is allowed to establish special purposes companies with the purpose of investing in any activity inside and outside of the Kingdom of Bahrain, considering the provisions of the laws, regulations, and obtaining the necessary licenses to practice these activities and to establish such a companies.
4. To approve the amendment of Article number 33 of the Company's Memorandum of Association and Articles of Association to be read as shown in Appendix 1.
5. To authorize the Chairman of the Board of Directors or whomsoever he appoints on behalf of the Company to individually carry out the necessary formalities and sign the amended and restated Memorandum of Association and Articles of Association of the Company before the Notary Public and submit the relevant documents to the concerned authorities.

Hesham Alrayes

Chairman

___________________________________________________________________________________

Notes:

• The annual report for the year 2022 can be found on the Bahrain Bourse websitewww.bahrainbourse.comand Company's website: www.esterad.netFurthermore, the financial statements for the year ended on 31st December 2022 can be located on the Bahrain Bourse website
• The proxy form can be found on Bahrain Bourse website
• Any shareholder recorded in the shareholders register at the date of AGM has the right to participate in the meeting personally or by written proxy to any other person.
• The proxy must be delivered to KFin Technologies W.L.L (Office No. 74, 7th floor, Al-Zamil Tower, Building. 31, Road. 383, Block 305, Manama, Tel: [phone], Fax: [phone]), at least 24 hours prior to the
  meeting. Please note that you may not issue a proxy in favor of the Chairman or Board Members or any of the Company's employees unless they are relatives to the first degree of relationship (Article 203 of the Commercial Companies Law No.21/2001 as amended by degree Law 50/2014).
• In the case the shareholder is a company, the proxy attending the meeting must present an authorization letter from the shareholder authorizing that he is the proxy of that shareholder. Such authorization must be in written form and signed by the authorized person in the company and stamped by that company's stamp and to be presented before the expiry of the fixed time for depositing the proxy with a copy of a valid Identification card (CPR) or passport.
• For any clarifications, please contact the Board Secretary on phone No. 973 17585400.

Appendix

Appendix (1):

Current Company article of association

Proposed article of association

Article 33: Power of the Board of Directors

The Board of Directors may exercise all the powers and do all the acts necessary for the management of the Company in accordance with its objects, save to the extent limited by the Law, the Central Bank of Bahrain regulation, these Articles of Association, the resolution of the General Meeting or any other applicable law.

The Board of Directors shall in particular have the power to establish the necessary regulation for the organization of work and management of the Company's business, appoint manager(s), officers or employees and remove them, determine their duties and fix their remuneration. The Board of Directors is empowered to form Executive, Audit, Remuneration and other Committees, appoint their members and specify their powers.

The Board of Directors is empowered to purchase, sell and mortgage movables, properties and all rights and privileges, rent and lease, transfer and sell, withdraw funds and securities owned by the Company, borrow funds for a tenor exceeding three years, issue securities, give guarantees to third parties, give authorization to institute all actions and defend the interests of the company before the judiciary whether as plaintiff or defendant, enter into agreements for gift, conciliation, arbitration and receipt and release and assign the company's priority rights whether for consideration or otherwise and to decide on the manner of utilizing the Company's funds.

The Board of Directors may pass on such power, or any part thereof, within the limits of authority, to the Chief Executive Officer and/or senior management of the Bank, by adoption of a Board Resolution, such delegation of power shall not absolve the directors of any liability in connection thereto.

The Board of Directors may delegate one or more of its members to undertake to actual management of the Company. The Board of Directors shall set out the jurisdiction of such managing director.

The Board of Directors may exercise all the powers and do all the acts necessary for the management of the Company in accordance with its objects, save to the extent limited by the Law, the Central Bank of Bahrain regulation, these Articles of Association, the resolution of the General Meeting or any other applicable law.

The Board of Directors shall in particular have the power to establish the necessary regulation for the organization of work and management of the Company's business, appoint manager(s), officers or employees and remove them, determine their duties and fix their remuneration. The Board of Directors is empowered to form Executive, Audit, Remuneration and other Committees, appoint their members and specify their powers.

The Board is empowered to establish any type of companies and, special purposes companies for the purpose of any investing activity in the Kingdom of Bahrain and abroad and, to exist through sell, mortgage or any other disposal of the property. Additionally, they are authorized to buy and sell mortgage, properties and all movable or immovable rights and privileges, rent and leasing, withdrawing, transferring and selling the funds and securities owned by the company, assigning all form of shares, borrowing, issuing bonds, authorizing the filing of every lawsuit and defending the interest of the company before the judiciary, enter into agreements for gift conciliation, arbitration, acquittal, and waiver of concession rights, whether it is assignment with or without consideration and on the manner of utilizing the Company's funds.

The Board of Directors may delegate such powers, or any part thereof, and within the limits of the Board's delegated authority, to the Chief Executive Officer and/or the senior management, upon decision issued by the Board in this regard, and this delegation does not eliminate the Board of responsibility.

The Board of Directors may delegate one or more of its members to undertake the actual management of the Company. The Board of Directors shall set out the jurisdiction of such a managing director.