Reference to the above subject, and pursuant to the Capital Markets Authority regulations concerning disclosure and transparency, as stated in Book 10, please find attached disclosure of substantial information according to Annex (11) which includes the resolutions issued by the Ordinary General Assembly Meeting convened on Saturday 24 March 2018 at 09:30 AM, at the Bank’s Head Office.

 

We will also submit the copy of AGM minutes upon approval of the same from Ministry of Commerce & Industry.

 

 

Annexure No. (11)

Disclosure of Material Information Form

Date: 25 March 2018

Listed Company: Kuwait International Bank KSCP

Substantial Information: The resolutions of the Bank’s Ordinary General Assembly Meeting approved by shareholders are as follows:

1. Review and approval of the Board of Directors’ report for the financial year ended 31 December 2017.

2. Review and approval of the Bank’s statutory auditors’ report for the financial year ended 31 December 2017.

3. Review and approval of the report of Shariah and Fatwa Board for the financial year ended 31 December 2017.

4. Announcing any violation observed by the regulatory bodies and penalties if any imposed on the Bank during 2017. The Chairman stated that during the financial year ended 31 December 2017, there have been no penalties imposed either by the Central Bank of Kuwait or other regulators on the Bank.

5. Approval of the financial statements and the final accounts report for the financial year ended 31 December 2017.

6. Approval of the Board of Directors’ recommendation for distribution of cash dividends of (10%) of the share’ nominal value (i.e 10 fils per share), excluding treasury shares. The cash dividends will be payable to the shareholders whose names are registered in the Bank’s records by end of maturity date 09/04/2018. Distribution of dividends will be on 12 April 2018.

7. Approval of the Board of Director’s recommendation for conferring KD 325 thousand as remuneration for the Chairman and the Board members, as well as a special remuneration to the Chairman for an amount of KD125 thousand, for the financial year ended 31 December 2017.

8. Approval of the Board of Director’s recommendation for dispensing Chairman remunerations of KD12 thousand monthly, for carrying out his duties, as of date of this general assembly meeting until the date of the next ordinary general assembly meeting, next year.

9. Approval of the Bank’s license for granting financing facilities and dealing with the Board members and related parties during the year 2018 in accordance with the Bank’s applicable policies and regulations and within the framework of the pertinent regulatory laws and instructions. (Objection raised by one shareholder holding 3,072,100 shares )

10. Approval and verification of the report on related parties’ transactions that have been already executed or to be executed.

- Financial facilities of KD 93,078 thousand were extended to related parties against collaterals valued at KD 113,349 thousand.

- Deposits amounted to KD 5,185 thousand.

As disclosed in the audited financial statements available to shareholders (Note No. 24), all the transactions concluded with related parties were implemented within the context of the Bank’s policies and applicable regulations and within the framework of regulators’ pertinent rules  and regulations without any preferential treatment. All transactions and balances of related parties are available to the public in the annual report for 2017 uploaded in the Bank’s website. These transactions have been subject to audit by external auditors and general internal auditor.  (Objection raised by one shareholder holding 3,072,100 shares )

As for the transactions to be concluded with related parties, the Bank has been carrying credit analysis on case to case basis within the context of the Bank’s policies and applicable regulations and within the framework of regulators’ pertinent rules and regulations without any preferential treatment. Such cases will be reflected in the Bank’s balance sheet of next year.

11. Discharge all the members of the Board of Directors from any liabilities related to their legal actions during the financial year ended 31 December 2017.

12. Delegate the Board of Directors to purchase, sell, and dispose of, no more than (10%) of the bank’s total shares. This delegation shall remain valid and effective for next eighteen months.

13. Approved deduction of 10% for the statutory reserve account.

14. Approved deduction of 10% for the voluntary reserve account.

15. Re-appointed the Fatwa and Shariah Board for the financial year ending 31 December 2018 and delegate the Board of Directors for determining their respective remunerations, and they are as follows:

-  Dr. Khalid Mathkour Al-Mathkour.

- Sheikh Mustafa Sayed Hassan Al-Zalzalah.

- Sheikh Ali Mohammad Haji Al-Jadi.

- Dr. Abdulaziz Khalifa Al-Qassar.

16. Re-appointed the Bank’s statutory auditors for the financial year ending 31 December 2018 and delegate the Board of Directors for determining their respective fees, and they are as follows:

- Mr. Waleed A. Al-Osaimi from EY Al-Aiban, Al-Osaimi & Partners

- Mr. Bader A. Al-Wazzan from Deloitte & Touche, Al Wazzan & Co.

             (A shareholder, holding 2,470,853 shares abstained from voting)

Impact of Material Information on the Company’s financial position: No direct impact on the Bank’s financial position. 

 

Initialed by:

1. Mr. Mohamed Said EL Saka

2. Mr. Ismail Alshaikh

3. Mr.  Ajai Thomas

4. Mr. Wael Abbas

5. Mr. Shadi Arafa

6. Mr.  Abdullah Alasouse

7. Mr. Khaled Alfailakawi