RNS Number : 2864Q
Aluminium Bahrain B.S.C.
18 February 2019
 

Invitation to the Annual General Meeting/Extraordinary General Meeting

 

The Chairman of the Board of Aluminium Bahrain B.S.C. is pleased to invite Alba Shareholders to attend the Company's Annual General Meeting/Extraordinary General Meeting due to be held at 12 PM on Thursday 07 March 2019, at Al Dana Hall, Alba, King Hamad Highway, Kingdom of Bahrain, to discuss the following agenda and take the necessary decisions about it:

The Agenda of the Annual General Meeting

1

Review and approve the Minutes of the Previous Ordinary General Meeting held on 07 March 2018.

2

Discuss and approve the Report of the Board of Directors for the Company's business/activities for the year ended 31 December 2018.

3

Listen to the External Auditors' Report for the Financial Statements for the year ended 31 December 2018.

4

Discuss and approve the Financial Statements for the year ended 31 December 2018.

5

The approval of the Board's recommendation to allocate the Net Profit for the year ended 31 December 2018 as follows:

a.     No distribution of cash dividends to Shareholders.

b.     Transfer of BD 59,992 Thousand to the Retained Earnings.       

6

a.     Approve the recommendation of the Board of Directors' total remuneration of BD 210,000 for the year ended 31 December 2018 and subject to the approval of the Ministry of Industry, Commerce and Tourism.

b.     Approve the Board of Directors' total bonus of BD 210,000 in recognition of their efforts towards the successful and safe commissioning of the Line 6 Expansion Project and subject to the approval of the Ministry of Industry, Commerce and Tourism.

7

Discuss the Corporate Governance Report for 2018 and comply with the requirements of the Ministry of Industry, Commerce and Tourism according to the model by the MOICT and in accordance with Appendix 5 of the Corporate Governance Code Appendices.

8

Notify and approve the transactions carried-out during the year ended 31 December 2018 with any of the related parties as described in Note # 24 of the Financial Statements in line with Article 189 of the Commercial Companies Law (If any).

9

Absolve the Board of Directors from their actions/activities for the year ended 31 December 2018 Financial Statements.

10

Appointment or Re-appointment of the External Auditors for the fiscal year 2019 and authorize the Board of Directors to specify their remuneration.       

11

Any concerns that may arise in accordance with article 207 of the Companies' Commercial Law.

 

The Agenda of the Extraordinary General Meeting

1

Discuss and approve the minutes of Extraordinary General Meeting held on 10 June 2015.

2

Approve the amendment and restatement of the Memorandum and Articles of Association in accordance with the amendments to some of the items in the Companies' Commercial Law No. 21 for the year 2001, as per the law No. (50) for the year 2014 and law No. (1) for the year 2018.

3

Approve the addition of new service activities in connection to water transportation, management and operation of ports and private jetties, as well as service activities relating to non-specialized medical clinics and subject to the approval of the Ministry of Industry, Commerce and Tourism.

4

Authorize the Board of Directors to allow who is deemed fit for making the necessary arrangements to amend and document the Memorandum and Articles of Association.

 

Daij Bin Salman Bin Daij Al Khalifa

Chairman                        

Important notes to shareholders:

§  You can download the Financial Statements for the year ended 31 December 2018 and a copy of the proxy letter through the Company's website: www.albasmelter.com and the website of Bahrain Bourse.

§  Any registered shareholder on the date of the meeting may attend in person or appoint another person in writing to act as his proxy and vote on his/her behalf. A proxy shall not be the Chairman, members of the Board or employees of the Company.

§  In case the shareholder is a company, the proxy attending the meeting must submit a written authorization letter from the shareholder, assigning him/her to be the proxy for that shareholder. The authorization must be written, issued by the authorized person in the company, stamped by the company's stamp, and submitted prior to the deadline of submitting proxies.

§  Proxies should be submitted 24 hours prior to the meeting to Karvy Computershare W.L.L., Kingdom of Bahrain (Office No. 74, 7th Floor, Zamil Tower, Manama, Kingdom of Bahrain). Proxy letters may be submitted by hand, mail, or fax (+973 17 212055), or e-mail ([email protected]), and subject to be received prior to the deadline. Please note that proxies submitted after the deadline are not valid for the purpose of the meeting.

§  For any further enquiries, please contact Investor Relations Department on: 17835100 / 17835124.

 


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