17/03/2015
We would like to advise you that, Gulf Bank Shareholders' Extra-Ordinary General Assembly has approved, at is 36th annual meeting held on Monday 9/3/2015
1) Approval of increasing the company's issued and paid-up capital from KD 290,297,895.100 (Two Hundred Ninety Million, Two Hundred Ninety Seven Thousand, Eight Hundred Ninety Five Kuwaiti Dinars and 100 Fils), to KD 304,812,789.800 (Three Hundred Four Million, Eight Hundred and Twelve Thousand, Seven Hundred Eighty Nine Kuwaiti Dinars and 800 Fils) as follows:A) Distribution of 145,148,947 bonus shares to the shareholders registered in the Bank's shares register as of the working day preceding the day of changing the share price at Kuwait Stock Exchange in accordance with Clause 2 of Article (1) of Kuwait Stock Exchange Committee Resolution No. (1) of 2013, at the rate of 5% (i.e. five shares for every one hundred shares). The increase of KD 14,514,894.700 (Fourteen Million, Five Hundred Fourteen Thousand, Eight Hundred Ninety Four Kuwaiti Dinars and 700 Fils) shall be covered from the retained earnings as of December 31, 2014.B) Authorizing the Board of Directors to sell and/or dispose of the remaining share fractions after the said distribution, as well as selling and/or disposing of any share/profit fractions, which may have been approved for distribution in the previous financial years, for the Bank's account and to its favor.2) Approval of amendment to Article (4) of the Memorandum of Association and Articles (5) and (30) of the Articles of Association of the Bank, as follows:A) Approval to amend Article (4) of the Bank's Memorandum of Association, and Article (5) of the Articles of Association:Article (4) of the Memorandum of Association, and Article (5) of the Articles of Association, prior to amendment:"The capital of the company is Two Hundred Ninety Million, Two Hundred Ninety Seven Thousand, Eight Hundred Ninety Five Kuwaiti Dinars, and 100 Fils) divided into Two Billion Nine Hundred and Two Million, Nine Hundred Seventy Eight Thousand, Nine Hundred Fifty One shares), of 100 Fils each."Article (4) of the Memorandum of Association, and Article (5) of the Articles of Association, after amendment:The capital of the company is Three Hundred and Four Million, Eight Hundred and Twelve Thousand, Seven Hundred Eighty Nine Kuwaiti Dinars, and 800 Fils, divided into Three Billion Forty Eight Million, One Hundred and Twenty Seven Thousand Eight Hundred and Ninety shares, of 100 Fils each."B) Approval to amend Article (30) of the Bank's Articles of Association, as follows:Article (30) of the Articles of Association, prior to Amendment:"The persons nominated for the membership of the Board of Directors must meet the following conditions:1. Must be competent to act.2. Must not have been previously convicted in a felony with a freedom restricting penalty, or bankruptcy crime for delinquency or fraud, or offence involving moral turpitude or honesty, or freedom restricting penalty for violating the provisions of the Companies Law, unless rehabilitated.3. Must hold 75,000 shares of the company's shares in a personal capacity, or the person represented by the member must be holder of said number of shares of the company. The person nominated for the membership of the Board must meet the terms stipulated by Law No. (32) of 1968, as amended.If the member fails to meet any of the above, or other, conditions required by the laws applicable in the State of Kuwait, his capacity as member shall cease to be valid as from the date of failing to meet that condition."Article (30) of the Articles of Association, (proposed text):"The persons nominated for the membership of the Board of Directors must meet the following conditions:1. Must be competent to act.2. Must not have been previously convicted in a felony with a freedom restricting penalty, or bankruptcy crime for delinquency or fraud, or offense involving moral turpitude or honesty, or freedom restricting penalty for violating the provisions of the Companies Law, unless rehabilitated.3. With the exception of the independent board members, he must personally hold, or the person representing him, must hold a number of the company's shares.If the member fails to meet any of the above, or other, conditions stipulated in this, or other laws, his capacity as member shall cease to be valid as from the date of failing to meet that condition.