Ithmaar Holding B.S.C

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.

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.