Invitation to the Extraordinary General Assembly
To download the Proxy, please click here for the English copy, and here for the Arabic copy.
The Chairperson of the Board of Directors of Al Salam Bank-Bahrain B.S.C. (Al Salam) cordially invites the shareholders to attend the Extraordinary General Assembly meeting (“EGM”) to be held on Thursday 26 September 2013 at 10 am (“First Meeting”) in Al Murjan Ballroom 1, Movenpick Hotel, Kingdom of Bahrain. If the required quorum is not present, a second meeting will be announced at a later date.
H.H. Shaikha Hessa Bint Khalifa Al Khalifa
Approving the following points:
- To consider and approve an increase to the authorized share capital of Al Salam Bank-Bahrain from 2,000,000,000 shares of nominal value BD 0.100 each to 2,500,000,000 shares of nominal value BD 0.100 each and authorize Board of directors to issue up to 1,000,000,000 shares at the price of BD0.100 per share.
- To consider the Board of Directors’ proposal for Al Salam to acquire all of the issued and fully paid up ordinary shares of BMI Bank B.S.C (c) (“BMI”), consisting of 58,533,357 ordinary shares of nominal value Bahraini Dinars ("BD") 1.000 each, through a share exchange, by offering to issue 643,866,927 new fully paid up ordinary shares of Al Salam translating to 11.0 shares of Al Salam for every 1 ordinary share of BMI Bank, subject to obtaining all necessary regulatory approvals (the "Transaction").
- To consider and approve, for the purpose of acquiring BMI Bank shares under the terms as set out above:
- the waiver of pre-emption rights of Al Salam's shareholders over the issue of new ordinary shares that will be issued to the BMI Bank's shareholders as part of the Transaction;
- the issue of new fully paid up ordinary shares of Al Salam, (up to a maximum of 643,866,927 shares (the "New Shares"), to BMI Bank's shareholders as part of the Transaction;
- To approve appointment to the Board three directors to be nominated by the BMI Bank shareholders subject to approval by the Central Bank of Bahrain;
- the authorization of the Board of Directors to decide on other terms and conditions related to this Transaction; and
- the authorization of the Board of Directors to apply for the listing of the New Shares issued in the Bahrain Bourse and in the Dubai Financial Market;
- To authorize the Chief Executive Officer or his designees to take all necessary actions to implement the above, including but not limited to, representing Al Salam in the final discussions with BMI Bank and its shareholders, the Central Bank of Bahrain, Ministry of Industry and Commerce, in the Kingdom of Bahrain, the Bahrain Bourse, Dubai Financial Market or to any other parties and to execute any documents and amendments to the Memorandum and Articles of Association of Al Salam, on behalf of the shareholders, before the Notary Public of the Kingdom of Bahrain.
- Shareholders whose names are registered in the share register of Al Salam Bank-Bahrain on the date of the Meeting are entitled to attend in person, or appoint a Proxy to attend, the meeting and vote on behalf of such shareholder provided (a) such Proxy is not a director or employee of Al Salam Bank-Bahrain (unless the Proxy is a first degree relative of that shareholder) and (b) such Proxy, if representing more than one shareholder, does not hold proxies totaling in excess of 5% of the issued share capital of Al Salam Bank-Bahrain. The appointed Proxy need not be a shareholder of Al Salam and should be appointed in writing. The written appointment must be submitted prior to the Submission Deadline.
- In the case of an institutional shareholder, the representative attending the meeting must submit an 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 prior to the Submission Deadline.
- For submission of Proxy or representative authorization documents (“Appointment Documents”), the “Submission Deadline” shall mean receipt of the relevant documents by Al Salam Bank-Bahrain Share Registrar, Fakhro Karvy Computershare, Zamil Tower, Office No. 74, 7th Floor, P.O. Box 514, Manama, Kingdom of Bahrain, no later than 24 hours before meeting time on Thursday 26 September 2013. Appointment Documents may be provided by hand delivery, post, or facsimile transmission (Fax no.:00973-17212055) provided same are received prior to the Submission Deadline. Appointment Documents received after the Submission Deadline will not be accepted by Al Salam Bank-Bahrain, and any purported appointment shall be invalid for the purposes of the meeting.
- For any inquiry please contact the Investor Relations Department on: +973 17560222.