Translated Version
Minutes of Meeting for Warba Bank shareholders' Postponed Extraordinary General
Assembly Meeting on Monday, March 27, 2023.
The Postponed Extraordinary General Assembly of Warba Bank shareholders concluded its annual meeting at 12:30 pm on Monday, March 27, 2023, at the bank's main headquarters in Sharq - Omar bin Al-Khattab Street - Al-Raya Administrative Tower - Floor (13), in the presence of the shareholders who own 1,166,935,666 shares, representing 58.347% of the bank's capital amounting to KD 200,000,000. (Two hundred million Kuwaiti dinars) divided into 2,000,000,000 shares (two billion shares), and in the presence of:
1. | Mr. Hamad Musaed Al-Sayer | Chairman of the Board of Directors - Warba Bank |
2. | Mr. Shaheen Hamad Al-Ghanim | Chief Executive Officer - Warba Bank |
After announcing the quorum for the postponed Extraordinary General Assembly meeting, Mr. Hamad Musaed Al-Sayer started the meeting in his capacity as Chairman of the Board of Directors and Chairman of the General Assembly, welcoming the attendees, the following items on the Extra Ordinary General Assembly's agenda were then discussed and approved.
1- Approve the increase of the authorized, issued and fully paid-up capital of the Bank by 60,000,000 shares (sixty million shares) at a rate of 3% of the authorized, issued and paid-up capital, to be distributed at the rate of (3) shares for every one hundred shares, at an amount of KWD 6,000,000. (six million Kuwaiti Dinars), for the shareholders registered in the bank's records at the end of the record date specified for it on the date of 13 April 2023 on Thursday, and it shall be distributed to the shareholders on the payment date of 18 April 2023 on Tuesday, and to authorize the Board of Directors to dispose of fractional shares and ratify the corporate action schedule in the event that confirmation of the schedule cannot be announced
before eight working days at least from the record date due to a delay in finalizing the
declaration formalities.
2- Approve the following amendments to the Memorandum of Association and/or Articles of
Association of the company:
1. Approve the amendment of Article No. (7) of the Memorandum of Association and
Article No. (6) of the Company's Articles of Association as follows:
before modification | after modification | |||
The authorized, issued, and paid-up share | The authorized, issued, and paid-up capital | |||
capital of the company has been set at | of the company has been set at KD | |||
KWD 200,000,000. (Two Hundred million | 206,000,000. (Two hundred & Six million | |||
Kuwaiti Dinars) divided into 2,000,000,000 | Kuwaiti | dinars) | distributed | over |
shares (2 billion shares), the value of each | 2,060,000,000 shares (two billion & sixty | |||
share is 100 (one hundred) fils, and all | million shares), the value of each share is 100 | |||
shares are cash. | (one hundred) fils, and all shares are cash. | |||
2. Approve the amendment of Article No. (17) of the Company's Articles of Association as follows:
before modification | after modification |
With the current Board of Directors | The company is managed by a board of |
continuing to perform its duties until the | directors consisting of eleven members, |
end of the term for which it was elected, | including at least four independent |
the Company shall be managed by a Board | members, provided that the number of |
of Directors consisting of eleven members, | independent members does not exceed half |
including at least two independent | of the members of the board of directors. |
members to be selected no later than | The Ordinary General Assembly elects the |
12/31/2020, and at least four independent | members of the Board of Directors, chooses |
members as of dated 06/30/2022, | the independent members by secret vote, |
provided that the number of independent | and determines their remuneration. |
members does not exceed half of the | The election of the Board of Directors shall |
members of the Board of Directors. | be for a term of three years, subject to |
renewal, taking into account that the term of | |
The Ordinary General Assembly elects the | membership of the independent member |
members of the Board of Directors, | ends with the end of the term of the Board |
chooses the independent members by | in which he was chosen, and the Ordinary |
secret vote, and determines their | General Assembly may choose him for one |
remuneration. | more session. |
The election of the Board of Directors shall | Except for the special provisions of the |
be for a term of three years, subject to | independent members determined by the |
renewal, taking into account that the term | law, the executive regulations, the |
of membership of the independent member ends with the end of the term of the Board in which he was chosen, and the Ordinary General Assembly may choose him for one more session.
Except for the special provisions of the independent members determined by the law, the executive regulations, the instructions of the supervisory authorities, or this system, all the provisions to which other members of the Board of Directors are subject to are applied to the independent members, in particular the provisions stipulated in the Companies Law and its executive regulations for occupying positions. The vacancy in the Board of Directors, bearing in mind that if the vacant position is for an independent member, it shall be filled by another independent member.
instructions of the supervisory authorities, or this system, all the provisions to which other members of the Board of Directors are subject are applied to the independent members, in particular the provisions stipulated in the Companies Law and its executive regulations for occupying vacant positions in the Board of Directors, bearing in mind that if the vacant position is for an independent member, it shall be occupied by another independent member.
The meeting ended at 01:00 pm.
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Warba Bank KSC published this content on 02 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2023 09:28:06 UTC.