Ithmaar Holding B.S.C — Annual Report 2021

Mar 4, 2022

Ithmaar Holding B.S.C. Directors' Report for the year ended 31 December 2021

The Directors submit their report dealing with the activities of Ithmaar Holding B.S.C. (“Ithmaar”) for the year ended 31 December 2021, together with the audited consolidated financial statements of Ithmaar and its subsidiaries (collectively the “Group”) for the year then ended.

Principal activities

Ithmaar Holding B.S.C directly owns two major subsidiaries, Ithmaar Bank B.S.C (C) (Ithmaar Bank), an Islamic retail bank subsidiary which holds the core retail banking business, and IB Capital B.S.C (C), an Islamic investment subsidiary which holds investments and other non-core assets. The two subsidiaries are licensed and regulated by the Central Bank of Bahrain.

The principal activities of the Group are a wide range of financial services, including retail, commercial, asset management, private banking, takaful and real estate development.

Consolidated financial position and results

The consolidated financial position of the Group as at 31 December 2021, together with the consolidated results for the year then ended is set out in the accompanying consolidated financial statements.

The Group has reported a net profit of $60.3 million for the year ended 31 December 2021, as compared to a net loss of US$21.5 million for 2020. The net profit attributable to the equity holders of the Group is $38.6 million for 2021, as compared to a net loss of $41.7 million for 2020. Total assets at 31 December 2021 amounted to $9,032.8 million (31 December 2020: $8,383.7 million).

During January 2022, Ithmaar Holding agreed in-principle with Al Salam Bank B.S.C. (Al Salam) on the acquisition of the consumer banking business of Ithmaar Bank, and Ithmaar Holdings’ ownership stake in both Bank of Bahrain and Kuwait B.S.C, and Solidarity Group Holding. This announcement followed the execution of a non-legally binding Memorandum of Understanding (MoU) between the two entities in October 2021. The transaction remains subject to the approval of Ithmaar Holding’s shareholders and the signing of definitive agreements.

Directors

The following served as Directors of Ithmaar during the year ended 31 December 2021:

HRH Prince Amr Mohammed Al-Faisal (Chairman) Tunku Yaacob Khyra Governor Abdelhamid Mohamed Abou Moussa Sheikh Zamil Abdullah Al-Zamil Mr. Mohammed A. Rahman Bucheerei Mr. Abdulellah Ebrahim Al-Qassimi Dr. Amani Khaled Bouresli Sheikh Mohamed Abdullah El Khereiji Ms. Elham Ebrahim Hassan Mr. Omar Abdi Ali

Directors’ & Executive Management Remuneration

In accordance with the provisions of the Commercial Companies Law No. (21) of 2001 and its amendments, and pursuant to the provisions of Article No. (188) of the Commercial Companies Law and Article No. (125) of the Executive Regulations of Resolution No. (3) for the year 2022, the table below shows the remuneration of members of the Board of Directors and the Executive Management for the fiscal year ended 31 December 2021.

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Ithmaar Holding B.S.C.

Directors' Report for the year ended 31 December 2021 (continued)

Directors’ & Executive Management Remuneration (continued)

Board of directors’ remuneration details:

	Fixed remunerations	Fixed remunerations	Fixed remunerations	Fixed remunerations	Fixed remunerations	Variable remunerations	Variable remunerations	Variable remunerations	Variable remunerations	Variable remunerations	End-of-service award	Aggregate amount (Does not include expense allowance)	Expenses Allowance
Name	Remunerations of the chairman and BOD	Total allowance for attending Board and committee meetings	Salaries	Others*	Total	Remunerations of the chairman and BOD	Bonus	Incentive plans	Others**	Total
Independent Directors
1. Dr. Amani Khaled Bouresli	-	20,358	-	-	20,358	-	-	-	-	-	-	20,358	-
2. Ms. Elham Ebrahim Hassan	-	20,358	-	-	20,358	-	-	-	-	-	-	20,358	-
3. Mr. Abdulellah Ebrahim Al- Qassimi	-	22,620	-	-	22,620	-	-	-	-	-	-	22,620	-
4. Tunku Yaacob Khyra	-	13,572	-	-	13,572	-	-	-	-	-	-	13,572	-
Zamil	-	13,572	-	-	13,572	-	-	-	-	-	-	13,572	-
Non-Executive Directors:
1. HRH Prince Amr Mohammed Al-Faisal	-	11,310	-	-	11,310	-	-	-	-	-	-	11,310	-
2. Mr. Omar Abdi Ali	-	11,310	-	-	11,310	-	-	-	-	-	-	11,310	-
3. Sheikh Mohamed Abdullah El Khereiji	-	11,310	-	-	11,310	-	-	-	-	-	-	11,310	-
Executive Directors:
1. Governor Abdelhamid Mohamed Abou Moussa	-	11,310	-	-	11,310	-	-	-	-	-	-	11,310	-
2. Mr. Mohammed A. Rahman Bucheerei	-	11,310	-	-	11,310	-	-	-	-	-	-	11,310	-
Total	-	147,030	-	-	147,030	-	-	-	-	-		147,030	-

Note: All amounts Expressed in Bahraini Dinars

Other remunerations:

• It includes in-kind benefits – specific amount - remuneration for technical, administrative and advisory works (if any).

• ** It includes the board member's share of the profits - Granted shares (insert the value) (if any).

Note:

• 1.The Bank does not have any variable remuneration payments, end of service benefits, or expense allowances paid to its directors. Further there is no remuneration proposed for the year.

• Board remuneration represents payments made during the year 2021 based on the approval of the Annual General Meeting dated 28 March 2021.

Executive management remuneration details:

Executive management remuneration details:
Executive management	Total paid salaries and allowances	Total paid remuneration (Bonus)	Any other cash/ in kind remuneration for 2021	Aggregate Amount
Top 6 remunerations for executives, including CEO and Senior Financial Officer*	-	-	-	-

Note:

1. All amounts Expressed in United States Dollars unless

2. There are no salaries, allowances or rewards for the executive management due to the nature of the holding company.

3. The highest authority in the executive management of the company, the name may vary: (CEO, President, General Manager (GM), Managing Director...etc(.

4. ** The company's highest financial officer (CFO, Finance Director, ...etc)

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Ithmaar Holding B.S.C.

Directors' Report for the year ended 31 December 2021 (continued)

Interests of Directors

The interests of the Directors in the shares of Ithmaar are disclosed below:

Name HRH Prince Amr Mohammed Al-Faisal Tunku Yaacob Khyra Governor Abdelhamid Mohamed Abou Moussa Sheikh Zamil Abdullah Al-Zamil Mr. Mohammed A. Rahman Bucheerei Mr. Abdulellah Ebrahim Al-Qassimi Dr. Amani Khaled Bouresli Sheikh Mohamed Abdullah El Khereiji Ms. Elham Ebrahim Hassan Mr. Omar Abdi Ali	Number of Shares
	31 December 2021 31 December 2020
	106,100 106,100 106,100 106,100 106,100 106,100 205,000 205,000 105,600 105,600 106,100 106,100 - - - - - - - -

Dividend

No dividend has been proposed for 2021 (2020: Nil).

Auditors

The auditors, PricewaterhouseCoopers ME Limited, have expressed their willingness to be reappointed as auditors of Ithmaar for the year ending 31 December 2022.

By order of the Board of Directors

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HRH Prince Amr Mohamed Al Faisal Chairman

14 February 2022

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