Assembly General Meetings

​​​It is mandatory by Commercial Company Law Decree No. 21 of 2001 (as amended) for Joint-Stock Company, also called Bahraini Shareholding Company (BSC), and for Joint-Stock Company (Closed), also called Bahraini Shareholding Company (Closed) (BSC ©) to hold their Assembly General Meetings.

Types of the Assembly General Meetings:

- Ordinary General Meeting (OGM) or Annual General Meeting (AGM)

- Extraordinary General Meeting (EGM)


First: Ordinary General Meeting

  • The ordinary general assembly of the shareholders shall convene at the invitation of the chairman of the board of directors at the time and place designated in the company's articles of association. The general assembly shall convene at least once a year during the six months following the end of the company's financial year.
  • For Bahraini Shareholding Company: The invitation to the shareholders shall be published in at least two daily Arabic newspapers; one of them at least must be local. The publication shall be made at least 21 days before the meeting and shall include the meeting's agenda.
  • For Bahraini Shareholding Company (Closed): The invitation for the general assembly meeting shall be sent by registered mail at least 21​ days before the meeting. However, the invitation may be conveyed by taking the shareholders' signature indicating their knowledge of the time, venue, and meeting agenda.
  • ​Copies of the invitation documents shall be sent to the Ministry of Industry, Commerce and Tourism at least ten days before the general assembly meeting.

The following bodies may invite the ordinary general assembly to convene:

  • Chairman.
  • Board of Directors upon a justified request by the auditor.
  • Board of Directors upon a request by a number of shareholders representing at least 10% of the company's capital.
  • Auditor in case of finding remarks whether they are financial or administrative or in case he cannot complete his mission.
  • Ministry of Industry, Commerce and Tourism if a period of one month has lapsed from the date appointed for its meeting without it convening, or if the number of the board members becomes less than the minimum number required for the meeting to be valid, or if a number of shareholders representing at least 10% of the company's capital so requests for serious reasons.
  • Minister of Industry, Commerce and Tourism if they deem the meeting necessary.

Legal Quorum

For Bahraini Shareholding Company

The meeting shall not be valid unless it is attended by a number of shareholders representing more than half the capital. If this quorum is not available, an invitation shall be sent for a second meeting to be held for the same agenda within 7 to 15 days from the date fixed for the first meeting. The second meeting shall not be valid unless it is attended by a number of shareholders representing more than 30% of the capital. The third meeting shall be valid regardless of the number of attendees.


For Bahraini Shareholding Company (Closed)

The meeting of the ordinary general assembly shall not be valid unless attended by a number of shareholders representing more than half the shares. If such quorum is not available, the meeting shall be valid with those present after thirty minutes from the time fixed for the first meeting.


Each shareholder, regardless of the number of the shares they hold, shall have the right to attend the general assembly, and they shall have a number of votes equal to the number of shares they hold in the company. Any provision or resolution to the contrary shall be null and void.

A shareholder may delegate a person from among the shareholders or from non-shareholders to attend the general assembly on his behalf, provided that the proxy shall not be the chairman, from among the members of the board of directors, or from among the company's employees. However, this shall not prejudice the right to appoint a proxy from relatives to the first degree of relationship. This shall be, by virtue of a special power of attorney, evidenced in writing designated for this purpose by the company. Persons lacking capacity or under legal incapacity shall be represented by their legal representatives. The company shall prepare special cards for the number of shares a shareholder holds and for the shares they represent on behalf of other shareholders. Proxies and the capacity of the delegation with the company must be made at least 24 hours before the meeting. No member may vote for themselves or on behalf of whoever they represent on issues in which they have a personal interest or in a dispute existing between them and the company.

 

OGM Matters

The ordinary general assembly shall be competent to consider all matters relating to the company and pass the appropriate resolutions thereon. In particular, it shall consider the following:

  1. Election and dismissal of members of the board of directors.
  2. Determination of the board members' remunerations.
  3. Consideration and approval of the board's report on the company's activities and financial position at the end of the financial year.
  4. Discharging or refusing to discharge the members of the board from any liability.
  5. Appointment of an auditor or more for the following financial year and determination of their fees or authorising the board to do the same.
  6. Consideration of the auditor's report on the financial statements of the company for the end of the financial year.
  7. Approval of the profit and loss account, the balance sheet, and the statement allocating net profits and determining dividends.
  8. Consideration of recommendations relating to bond issues, borrowing, mortgaging, and issuing guarantees and deciding thereon.
  9. Increase issued share capital, within the limits of the authorized capital, if any

The General Assembly may not discuss topics not included in the agenda except in the following cases:

1- If it is urgent and they have occurred after the agenda has been prepared.

2-If it is occurred during the meeting.

3- if a written request for including such subjects to the agenda was submitted to the Board of Directors at least five working days before the date set for the General Assembly by the competent authority to supervise the activity of the company or a shareholding public entity, the auditor or a number of shareholders holding at least 5% of the company's capital.

If, in the course of the discussion, it becomes clear that the information relating to some agenda items is not adequate, the meeting shall be adjourned for no more than ten days if so requested by a number of shareholders representing 25% of the shares present at the meeting.


The resolutions adopted by the general assembly on the urgent matters shall be submitted for approval to the Ministry of Industry, Commerce and Tourism, otherwise they shall be null and void.

  • The General Assembly shall elect the members of Board of Directors by cumulative secret ballot. A cumulative vote shall mean that each shareholder shall have a number of votes equal to the number of shares he owns in the Company, and shall have the right to vote for one candidate or to distribute them among his chosen candidates. As for the members of the first board, the company's articles of association may stipulate the election of not more than half the members from among the company's founders.
  • The general assembly may appoint a number of experts on the board of directors other than the founders or the shareholders. The Minister of Industry, Commerce and Tourism shall decree the necessary conditions thereof.

The shareholders' general assembly shall not:

  1. Increase the financial obligations of the shareholder or increase the share value except as provided for by law.
  2. Reduce the distributable percentages of the net profits specified in the company's articles of association.
  3. Add new conditions other than those prescribed in the company's articles of association regarding the right of the shareholder to attend and vote in the general assembly meetings.
  4. Restrict the right of the shareholders to file legal actions against all or some of the board members to claim compensation for whatever damage he has sustained in accordance with the provisions of the law.

Meeting minutes and attendance record

  • Adequate minutes of the meeting shall be prepared to report the deliberations, proceedings, quorum, resolutions adopted, number of "Yes" and "No" votes, and all such matters as the shareholders may request to enter into the minutes.
  • ​The names of the attendees, whether for self or by proxy, shall be entered in a special register, to be signed before the meeting by the auditor, the vote counter, and the chairman of the meeting. The company shall maintain all documents and instruments evidencing the contents of the minutes and send a copy of the minutes to the competent government authority within 15 days from the date of the meeting. Each interested shareholder may have a copy of the minutes.

Second: Extraordinary General Meeting

The following bodies may invite the ordinary general assembly to convene:

  • Board of directors
  • A written request to the board of directors by a number of shareholders representing at least 10% of the company's shares. The provisions applicable to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions of the following articles.

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Legal Quorum

For Bahraini Shareholding Company

The extraordinary meeting of the general assembly shall not be valid unless it is attended by shareholders representing at least two-thirds of the company's capital. If this quorum is not available, an invitation shall be sent for another meeting to be held within 15 days from the date of the first meeting. The second meeting shall be valid if attended by shareholders representing more than one-third of the capital. If the quorum is not available for the second meeting, an invitation shall be sent for a third meeting to be held within 15 days from the date of the second meeting. The third meeting shall be valid if attended by 25% of the shareholders.


For Bahraini Shareholding Company (Closed)

The meeting of the extraordinary general assembly shall not be valid unless attended by shareholders representing two-thirds of the company's shares. If such quorum is not available, an invitation shall be sent for a second meeting to be held within ten days from the date of the first meeting, and this meeting shall be valid if attended by the representatives of more than one-third of the capital.

If this quorum is not available, an invitation shall be sent for a third meeting to be held within ten days from the date of the second meeting. The third meeting shall be valid if attended by the representatives of 25% of the capital.

A new invitation may not be sent for the last two meetings if their dates were determined in the invitation for the first meeting, provided that the shareholders are notified that the first meeting has not been held.

 

Meeting Resolutions

The extraordinary general assembly's resolutions shall be passed by a two-thirds majority vote of the shareholders represented in the meeting. However, if the resolution relates to increasing or reducing the company's capital, extending the company's term, winding it up, converting or merging it with another company, the resolution shall not be valid unless adopted by a 75% majority of the shares present at the meeting and with whose attendance the meeting is considered valid. The extraordinary general assembly's resolutions shall not become effective except after they are approved by the Ministry of Industry, Commerce and Tourism.


The extraordinary general assembly may pass a resolution falling within the powers of the ordinary general assembly provided that the quorum and majority required for the ordinary general assembly meeting are available and that the matters subject to the resolution are included in the agenda.

 

EGM Matters

The following matters shall be reserved for the extraordinary general assembly:

  1. Amending the company's memorandum or articles of association and extending the company's term.
  2. Increasing or reducing the company's capital.
  3. Selling the entire project carried out by the company or disposing of it in any other manner.
  4. Winding up the company or merging it with another company.
  5. Any item not mentioned in OGM matters.
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