Ithmaar Holding B.S.C

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.

The Annual General Meeting (AGM) of Ithmaar Holding B.S.C was held on 25 March 2024. The meeting had a quorum of 51.6% and approved several items on the agenda. These included the approval of the minutes from the previous AGM, the Directors' Report on the company's financial position for 2023, the Sharia Supervisory Board's Report, and the External Auditors' Report. The company's Consolidated Financial Statements for 2023 were also approved. The board recommended transferring the losses of USD 9,311,000 for 2023 to the accumulated losses. Transactions with related parties or major shareholders were reported. The company's compliance with the Central Bank of Bahrain and Bahrain Commercial Companies Law was discussed and approved. The board was discharged from any liability for their duties in 2023. The benefits and remuneration of the Sharia Supervisory Board for 2024 were reviewed and approved. The appointment of Mr. Juma Hasan Ali Abul as a board member and the appointment of the external auditors for 2024 were ratified, subject to approval by the Central Bank of Bahrain.

Ithmaar Holding B.S.C. has announced the resignation of its Chief Executive Officer, Mr. Abdulla Abdulaziz Taleb, effective from 14 April 2024. Mr. Taleb is also stepping down from his role as CEO of Ithmaar Holding’s wholly-owned subsidiaries, Ithmaar Bank B.S.C. and IB Capital B.S.C. The board and executive management of Ithmaar Group expressed their gratitude for Mr. Taleb's contributions during his tenure.

Ithmaar Holding B.S.C has announced that they are in discussions with GFH Financial Group B.S.C for the latter to acquire Ithmaar’s financing and investment portfolios. The discussions are subject to due diligence and regulatory approvals, and shareholders will be informed of any further developments. The impact on the financial position is to be assessed based on the findings of the due diligence exercise. There were no previous relevant disclosures.

The Board of Directors of Ithmaar Holding B.S.C. has invited its shareholders to attend the Annual Ordinary General Meeting on 25 March 2024. If quorum is not met, additional meetings are scheduled for 1 April and 8 April 2024. The agenda includes approval of minutes from the previous meeting, review of the Company's financial position and business, reports from the Sharia Supervisory Board and External Auditors, and approval of the Consolidated Financial Statements. The Board also recommends transferring losses from the financial year ended 31 December 2023 to the accumulated losses. Other points of discussion include transactions with related parties, the company's corporate governance, and discharging the Board of Directors from liability for their duties performed during the financial year ended 31 December 2023.

The document is a proxy form for the Annual Ordinary General Meeting of Ithmaar Holding B.S.C. The shareholder is appointing a proxy to represent and vote on their behalf at the meeting, scheduled for March 25, 2024, at The Ritz-Carlton Hotel in Bahrain. If a quorum is not reached, subsequent meetings will be held on April 1 and April 8, 2024. The proxy is authorized to vote on various issues, including the approval of minutes from the previous meeting, the Directors' Report and the Company's financial position, the Sharia Supervisory Board's Report, the External Auditors' Report, and the Company's Consolidated Financial Statements. The proxy will also vote on the Board of Directors' recommendation to transfer losses of USD 9,311,000 for the financial year ending on December 31, 2023, to the accumulated losses.

Ithmaar Holding B.S.C. has announced the appointment of Mr. Juma Hasan Ali Abul as an Executive Director, representing the major shareholder Dar Al-Maal Al-Islami Trust (DMIT), effective 28 February 2024. This appointment follows the resignation of DMIT's previous representative, Mr. Mohammed Bucheeri. Mr. Abul has also been appointed as an Executive Director on the Board of Directors of Ithmaar Holding’s wholly-owned subsidiary, Ithmaar Bank B.S.C. (Closed).

Ithmaar Holding B.S.C. has reported accumulated losses of USD 838.06 million, representing 111% of the company's paid-up capital for Q4 2023. This exceeds the threshold set by the SCA Board of Directors' Decision No. 32/R.M. of 2019, which requires companies with accumulated losses of 20% or more of their paid-up capital to comply with certain procedures. Ithmaar's accumulated losses have increased over the years due to various factors, including impairment provisions from non-core investments, the early adoption of FAS30, and the economic impact of Covid-19. However, the company has seen some reduction in losses due to net income attributable to shareholders. The Board of Directors is currently working on initiatives to address the situation, including a potential asset sale and/or restructuring plan to improve the company's capital and strengthen its consolidated equity.