Al Salam Bank BSC : Bahrain invites shareholders to the Annual Ordinary General Meeting (1/2017)

Invitation to the Annual Ordinary General Meeting (1/2017)

To download the Proxy, please clickherefor the English copy, andherefor the Arabic copy.

The Chairperson of the Board of Directors of Al Salam Bank-Bahrain (B.S.C) cordially invites the shareholders to attend the Annual Ordinary General Meeting to attend and vote on my/our behalf at the Bank's Annual Ordinary General Meeting, to be held on Wednesday, 8 March 2017, at 10:00 a.m. at Manama Ballroom 1, The Four Seasons Hotel, Manama, Kingdom of Bahrain. In case quorum is not present on this date, another meeting will be held on Sunday, 26 March 2017 at the same venue and time, and if no quorum is present on such date a further meeting will be held on Tuesday, 11 April 2017 at the same venue and time

H.H. Shaikha Hessa Bint Khalifa Al-Khalifa
Chairperson

The Agenda of the Annual Ordinary General Meeting:

1. To read and approve the minutes of the previous Annual Ordinary General Meeting held on 29 February 2016.

2. To discuss and approve the Board of Directors' report on the Bank's activities for the year ended 31 December 2016.

3. To receive the Shari'a Supervisory Board's report for the year ended 31 December 2016.

4. To receive the external auditors' report for the year ended 31 December 2016.

5. To discuss and approve the financial statements for the year ended 31 December 2016.

6. To appropriate the net profit for the year ended 31 December 2016 upon the recommendations of the Board of Directors as follows:
a. Transfer of BD 1,622,000 to statutory reserves.
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting to BD 10,705,000 for the year ended 31 December 2016, subject to Central Bank of Bahrain approval. The dividends shall be distributed by no later than 18 March 2017.
c. Approve the Board of Directors' remuneration in the aggregate amount of BD 389,000 for the year ended 31 December 2016.

7. To receive report on the Bank's compliance with the Corporate Governance Guidelines and the Central Bank of Bahrain's requirements.

8. To absolve the members of the Board from liability for their actions during the year ended 31 December 2016.

9. To approve the repurchasing of the Bank's shares as Treasury shares up to 10% of the shares issued.

10. To approve the Bank's proposal in instituting a restricted share repurchase programme involving all shareholders of the Bank holding less than 1,000 shares on a record date to be specified by the Bank and at market price on the Annual Ordinary General Meeting date plus a cash premium of 10 fils subject to obtaining the necessary regulatory approvals.

11. To authorize the Board of Directors to appoint a licensed broker authorized by the Central Bank of Bahrain and registered with Bahrain Bourse sign on any and all documents and conclude the necessary procedures for the completion of the share repurchases.

12. To appoint or reappoint the Shari'a Supervisory Board for the year ending 31 December 2017 and authorize the Board of Directors to determine their remuneration, subject to the Central Bank of Bahrain approval.

13. To appoint or reappoint Ernst & Young as external auditors for the year ending 31 December 2017 and authorize the Board of Directors to determine their remuneration, subject to the approval of the Central Bank of Bahrain.

14. To discuss and approve any other matters that may arise as per Article 207 of the Commercial Companies Law.

Important notes to the shareholders:

1. You can download the consolidated financial statements for the year ended 31 December 2016 and a copy of the proxy letter through the Bank's web site: www.alsalambahrain.com and Bahrain Bourse www.bahrainbourse.com
2. Shareholders whose names are registered in the share register of the Bank on the date of the meeting are entitled to attend in person or appoint in writing a proxy to attend the meeting and vote on behalf of such Proxy shareholder, provided such proxy holder is not a director or employee of the Bank (unless the proxy holder is a first degree relative of that shareholder).
3. For submission of proxy or representative authorization documents ('Appointment Documents'), the 'Submission Deadline' shall mean receipt of the relevant documents by Al Salam Bank, 13th Floor, East Tower, World Trade Center, P.O. Box 18282, Manama, Kingdom of Bahrain, no later than 24 hours before meeting date. Appointment Documents may be provided by hand delivery, post or facsimile transmission (fax no.: +973 17131073) or by E-mail: investors@alsalambahrain.com provided the same are received prior to the Submission Deadline. Appointment Documents received after the Submission Deadline shall be invalid for the purposes of the meeting.
4. In the case of an institutional shareholder, the representative attending the meeting must submit a letter of appointment of representative duly appointing the relevant person as the respective shareholders representative. The appointment must be in writing, issued by an authorized person of the institution, sealed under the company's stamp and provided to the registrar prior to the Submission Deadline.
5. For any inquiry please contact the Investor Relations Department on: +973 17133399.

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