Is It a Good Time To Invest In GFH?

Agenda of the Ordinary General Meeting:
1- To approve the minutes of the previous meeting held on 14th October, 2021.
2- To discuss and approve the Board of Directors’ report on the Group’s business activities for the year ended 31st December 2021.
3- To read the Sharia Supervisory Board’s report on the Group’s business activities for the year ended 31st December 2021.
4- To read the external auditor’s report on the financial year ended 31st December 2021.
5- To discuss and approve the consolidated financial statements for the financial year ended 31st December 2021.
6- To approve the Board of Directors’ recommendation to allocate the net profit of the year 2021 as follows:
• To transfer an amount of US$8,422,000 to the statutory reserve.
• To allocate an amount of US$1,483,000 to charity activities, civil society organisations and Zakat Fund;
• To transfer an amount of US$ 14,319,000 to retained earnings;
• To distribute cash dividends of 4.57% of the nominal value of all the ordinary shares, save for treasury shares, (US$0.0231 per
share, BD0.004562, UAE dirhams 0.0444), at a total amount of US$45,000,000.
• To distribute bonus shares of 1.5% of the nominal value of all the ordinary shares (one share per each 66.71 shares owned by the
shareholders, totaling 56,603,774 shares (equal to US$15 million).
7- To approve the Board’s recommendation to allocate an amount of US$3.6 million as remuneration for members of the Board of Directors, subject to Ministry of Industry, Commerce and Tourism’s approval.

8- To discuss and approve the corporate governance report for the financial year ended 31st December 2021, including the remuneration and the Group’s compliance with all the governance requirements issued from the Ministry of Industry, Commerce and Tourism and the Central Bank of Bahrain.

9- Disclosing any transactions concluded during the ended year with any related parties or major shareholders of the Group, as indicated in Note 25 of the financial statements for the year 2021 and the Board of Directors’ Report, pursuant to the provisions of Article

(189) of Bahrain’s Commercial Companies Law.
10- To release the members of the Board from liability in respect of their acts for the financial year ended 31st December 2021.

11- To approve the appointment/reappointment of the external auditors of the Group for the year ended 31st December 2022 and authorize the Board of Directors to fix their fees, subject to obtaining the CBB’s approval.

12- To approve the appointment/reappointment of the Shari’a Supervisory Board for the next five years (2022-2026) and to fix their
remuneration and allowances.

13- Review the loyalty program for shareholders, which aims to provide rewards and incentives to categories of loyal shareholders ac-
cording to the conditions to be determined by the Board of Directors for the benefit of the Group and its shareholders, after obtaining the necessary approvals from the regulatory authorities.

The Board of Directors of GFH Financial Group B.S.C. (Commercial Registration No. 44136) is pleased to invite the
esteemed shareholders to attend the Ordinary & Extraordinary General Meeting of GFH Financial Group BSC, to be held
on Sunday 20th March, 2022, at 11:00am via video conferencing to review the following agenda. If the required legal quorum is not available, a second meeting will be held on Sunday 27th March 2022, or a third meeting, if required, will be
held on Sunday 3rd April 2022, at the same time.

14- To approve the cross listing of GFH Financial Group’s shares in the Saudi Stock Exchange (“Tadawul”) after obtaining the necessary approvals from the regulatory authorities and delegating to the Board of Directors all the required powers to implement and complete the listing process in the Saudi Stock Exchange and issuing any documentation, authorizations or undertakings required to list the share in the market including the authority to determine the listing price for the share.

15- To approve the cross listing of GFH Financial Group’s shares in Abu Dhabi Securities Exchange after obtaining the necessary approvals from the regulatory authorities and delegating to the Board of Directors all the required powers to implement and complete the listing process in Abu Dhabi Securities Exchange and issuing any documentation, authorizations or undertakings required to list the share in the market including the authority to determine the listing price for the share.

16- To approve the appointment of Mr. Darwish Al Ketbi as a complementary independent director of the Group’s Board of Directors in its current term after obtaining the approval of the Central Bank of Bahrain.

17- Any recent issues in accordance with Article (207) of the Commercial Companies Law.

Agenda of the Extraordinary General Meeting:

1- To approve the minutes of the previous meeting held on 14th October, 2021.

2- To approve the amendment to some of the Articles of the Memorandum and Articles of Association of the Group to be in compliance with the provisions of Legislative Decree No. (28) of 2020, Legislative Decree No. (21) of 2001, with respect to the amendment of some provisions of the Commercial Companies Law issued by Legislative Decree No. (21) of 2001, Ministerial Resolutions No.(63), (64) of 2021, and No. (3) of 2022, subject to Central Bank of Bahrain approval.

3- To approve the increase of the Bank’s capital from US$ 1,000,637,367 to US$ 1,015,637,367, that is from 3,775,990,064 shares to 3,832,593,838 shares as a result of adding 56,603,774 bonus shares as per the resolutions of the general assembly, subject to the Central Bank of Bahrain’s approval.

4- To authorize the CEO or any person acting on his behalf to take all the necessary actions to implement the above, sign the amended.

Credit:GFH