Ithmaar Holding B.S.C

Ithmaar Holding B.S.C. has announced an update regarding ongoing discussions for GFH Financial Group B.S.C. to acquire Ithmaar’s financing and investment portfolios. The proposed transaction was approved by Ithmaar’s shareholders during an Extraordinary General Meeting on May 29, 2024. The shareholders have also authorized the Board of Directors to negotiate and finalize the structure, terms, and documents of the transaction. Shareholders will receive periodic updates on the progress.

Ithmaar Holding B.S.C held its second Extraordinary General Meeting (EGM) on May 29, 2024, with a quorum of 51.66%. The following agenda items were approved: 1. Approval of the minutes from the EGM held on June 4, 2023. 2. Approval of the proposed sale and transfer of certain assets and liabilities, valued between USD 665 million to USD 715 million, to GFH Financial Group B.S.C. or other agreed entities, subject to regulatory approvals. 3. Authorization for the Board of Directors to finalize the transaction details, sign necessary documents, and execute the transaction.

The Extraordinary General Meeting has been postponed due to the lack of quorum on Tuesday. A second meeting is scheduled for Wednesday, May 29, 2024, at 1:30 PM, at the Noble Meeting Room, Westin City Centre Bahrain Hotel, Seef District, Kingdom of Bahrain.

The form adheres to the disclosure requirements of SCA Board of Directors’ Decision No. (32/R.M.) of 2019, which applies to companies with shares listed on the market and accumulated losses amounting to 20% or more of their paid-up capital. The company, Ithmaar Holding B.S.C., reported accumulated losses of USD 831.22 million as of Q1 2024, amounting to 110% of its paid-up capital. The losses began in December 2016, primarily due to impairment provisions from non-core investments following a financial crisis. The losses increased to 98% in 2018 due to the early adoption of FAS30, and further increased in 2020 due to the economic impact of Covid-19. The losses fluctuated in the subsequent years due to net income and net losses attributable to shareholders. The board is currently working on various initiatives to address the losses, including an asset sale and/or restructuring plan.

Ithmaar Holding B.S.C. has announced that its Board of Directors approved the financial results for the period ending 31 March 2024 in a meeting held on 14 May 2024. The announcement was made to the Bahrain Bourse and Dubai Financial Market.

The text refers to the condensed consolidated interim financial information of Ithmaar Holding B.S.C. as of 31 March 2024.

The document is a proxy form for shareholders of Ithmaar Holding B.S.C. to appoint a representative to vote on their behalf at an Extraordinary General Meeting scheduled for 28 May 2024. The meeting will discuss and potentially approve the minutes of the previous meeting, the proposed sale and transfer of certain assets and liabilities, and the authorization for the Board of Directors to finalize the structure and terms of the transaction. If the quorum is not met, the meeting will be rescheduled for the following two days.

Ithmaar Holding B.S.C. has announced an Extraordinary General Meeting on 28 May 2024, with additional meetings planned for the following two days if a quorum is not reached. The agenda includes approving the minutes of the previous year's meeting, discussing a proposed asset and liability sale, and authorizing the Board of Directors to finalize the sale. The sale involves assets valued between USD 695 million and USD 715 million and liabilities between USD 665 million and USD 695 million, to be transferred to GFH Financial Group B.S.C. or another entity agreed with GFH. All shareholders are invited to attend, with voting rights proportional to their share ownership. Shareholders may appoint a proxy to attend on their behalf, excluding certain company officials.

Ithmaar Holding B.S.C. has disclosed to the Bahrain Bourse and Dubai Financial Market that they are in ongoing discussions with GFH Financial Group B.S.C. about GFH acquiring Ithmaar's financing and investment portfolios. The final transaction structure and definitive documents are still being finalized. An Extraordinary General Meeting is being arranged for 28 May 2024 to seek shareholders' approval. The discussions are subject to due diligence and regulatory approvals. Shareholders will be updated regularly on progress.

Ithmaar Holding B.S.C. has announced to the Bahrain Bourse and Dubai Financial Market that they are in ongoing discussions with GFH Financial Group B.S.C. about the acquisition of Ithmaar’s financing and investment portfolios. The finalization and agreement on the transaction structure is currently in progress and is subject to due diligence and regulatory approvals. Shareholders will be regularly updated about any further developments. The impact on the financial position will be disclosed in due course.