NOTICE TO THE SHAREHOLDERS
The Extraordinary General Assembly Meeting (EGM) of the shareholders scheduled for 26 September 2013 did not take place due to want of quorum. A second meeting is being held on 8 October 2013 to consider the proposed business combination with BMI.
Shareholders who could not come for the 26 September 2013 meeting and/or those who could not submit proxies are requested to attend the meeting scheduled to be held on 8 October 2013 at 10 a.m. at Movenpick Hotel, Kingdom of Bahrain. Alternatively proxies duly signed may be submitted to the Investor Relations department of the Bank.
The proxies can be emailed to: email@example.com or faxed to: +973 1756 0223. The senior management of the Bank has been receiving queries from the shareholders of the Bank on the merits of the proposed business combination.
The senior management humbly submits that the proposed combination is being recommended by the Board of directors on the following merits:
- The proposed business combination involves acquiring 100% stake in BMI through exchange of shares, which is in line with Al Salam Bank vision.
- The recommendation of the Board of directors is also in line with the stated vision of the Central Bank of Bahrain to consolidate the banking sector in Bahrain so stronger players emerge for the protections of all stake holders and in particular depositors.
- Following the business combination your Bank will emerge as the fourth largest commercial bank in Bahrain in terms of total assets and will be very competitive in the market place.
- Al-Salam will have a very strong anchor shareholder in Bank Muscat Oman and will be perceived to be a very strong financial institution.
- Many synergies are expected to accrue to the combined entity. To name a few, enhanced financing capacity due to larger equity, cost synergies and being competitive in the market place locally and regionally.
- The proposed combination will result in expanded market presence for Al-Salam in the region through its presence in Qatar QIFC, Kenya and Seychelles.
To download the Proxy, please click here for the English copy, and here for the Arabic copy.
Agenda of the EGM:
- 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 Tuesday 8 October 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, or contact Mr. Adnan Shaikh, Manager Investor Relations on +973 17 560 166 or email: firstname.lastname@example.org should you have any further queries.