Ithmaar Holding B.S.C — Proxy Solicitation & Information Statement 2022

Sep 12, 2022

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PROXY TO ATTEND THE ORDINARY GENERAL MEETING OF ITHMAAR HOLDING B.S.C. (THE "COMPANY")

I, __________ the undersigned, being a shareholder of

the Company do hereby appoint __________ (the “ Appointed Proxy ”) to represent and vote on my behalf at the Company’s Ordinary General Meeting (the “ Meeting ”). The Meeting will be held on Wednesday, 28 September 2022, commencing at 1:30 p.m. at Rotonda Meeting Room, The Ritz-Carlton Hotel, Seef District, Kingdom of Bahrain, or any other date or time shall the Meeting be postponed.

The Appointed Proxy is authorized to vote on my behalf with respect to the following:

Agenda of the Ordinary General Meeting	Agenda of the Ordinary General Meeting	Yes	No	Abstain
1. To receive and approve the minutes of the Annual Ordinary General Meeting of the Company held on 16 March 2022.
2. To elect four (4) and appoint two (2) new members of the Board of Directors of the Company for the period 2022 - 2025, subject to the approval of the Central Bank of Bahrain (see note (a) below for voting mechanism).
3. To appoint members of the Sharia Supervisory Board of the Company for the period 2022 - 2025.
4. Any other matters arising in accordance with Article 207 of the Bahrain Commercial Companies Law (Law No. 21 for the year 2001 and its amendments) (“BCCL”).
Name of shareholder:
Number of shares:
Signature:
Date:

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Notes:

• (a) Whereas the Company is offering electronic attendance for Shareholders wishing to attend the Meeting remotely, voting during the Meeting is only allowed for Shareholders attending physically. This is in according with laws and regulations of the Kingdom of Bahrain and the Company’s Articles of Association.

• (b) Each Shareholder, regardless of the number of the shares he or she owns, shall have the right to attend the Meeting, and shall have a number of votes equal to the number of shares he or she owns in the Company. Any provision or decision to the contrary shall be null and void (Article 203 of the BCCL).

(c)	Any Shareholder may appoint a proxy to attend the Meeting on their behalf, provided that the proxy
	holder shall not be the Chairman of the Board of Directors, a Director serving on the Board of Directors
	or an employee of the Company. However, this shall not prejudice the right to delegate a first-degree
	relative. This shall be by virtue of a special proxy evidenced in writing designated for this purpose by the
	Company. Legal representatives of the members lacking capacity or under legal incapacity shall
	represent them in the Meeting (Article 203 of the BCCL).
(d)	Shareholders intending to appoint a proxy to represent them at the Meeting are requested to present
	the proxy form to the Company or KFin Technologies (Bahrain) W.L.L. (“KFin Technologies”) no later
	than 24 hours prior to the time of the Meeting (Article 203 of the BCCL). Requests for electronic
	attendance will be accepted up until 15 minutes prior to the Meeting time. Proxy forms may be obtained
	electronically from the Company’s website www.ithmaarholding.com,Bahrain Bourse website or Dubai
	Financial Market website.
(e)	Shareholders intending to attend the Meeting remotely through Zoom Videoconferencing application
	are requested to submit the proxy form to KFin Technologies, along with proof of identity
	documentation of the shareholder, and request the Meeting’s attendance link. The submission shall be
	made through an email to bahrain.helpdesk@kfintech.com
(f)	For any inquiries, please do not hesitate to contact Mr. Khalid Ahmed Al Abbasi on 17585094 or at
	khalid.alabbasi@ithmaarbank.com

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