Date

:

20-02-2022

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Material Information

The Board of Directors of Al-Imtiaz Investment Group met on Sunday 20/02/2022 at 1:30 PM and approved the amendment of Article (16) and Article (19) of the Company's Article of Association and to invite the company’s Extraordinary General Assembly to convene after obtaining the approval of the relevant regulatory authorities.

 

Article (16) Before Amendment:

The company is managed by a Board of Directors consisting of (7) members, from whom the entity or entities contributing to the company are appointed, which may delegate representatives to it in proportion to the shares it owns in the company’s capital. The General Assembly elects the remaining members by secret vote.

Provided that among them there is at least one independent member, and the number of independent members does not exceed half the number of the members of the Board, and the legal person is responsible for the actions of his representatives towards the company, its creditors, and its shareholders.

Article (16) After Amendment:

The company is managed by a Board of Directors consisting of (7) members, from whom the entity or entities contributing to the company are appointed, which may delegate representatives to it in proportion to the shares it owns in the company’s capital. The General Assembly elects the remaining members by secret vote.

Provided that at least 20% of the members of the Board of Directors are independent members, and in the event of a fraction in the result of calculating the ratio, the result is rounded to the following integer number, provided that the number of independent members does not exceed half of the members of the Board, and the legal person is responsible for the actions of his representatives towards the company, its creditors, and its shareholders.

 

Article (19) Before Amendment:

It is not permissible for the Chairman of the Board of Directors or a member of the Board to have a direct or indirect interest in the contracts and deals concluded with the company or for its account, or to have an interest that conflicts with the interests of the company, unless something is authorized by the General Assembly. It is not permissible for any of them to participate in the management of a company similar to or competing with the company, and it is not permissible for the Chairman of the Board of Directors or any of the members of the Board, even if he is a representative of a legal person, to use the information that has reached him by virtue of his position to obtain a benefit for himself or for others, nor may he sell or buy the company’s shares for the duration of his membership in the Board of Directors, except after the approval of the Capital Markets Authority.

It is not permissible for a person, even if he is a representative of a natural or legal person, to be a member of the Board of Directors of more than five public shareholding companies whose headquarters are in Kuwait, nor to be a Chairman of the Board of Directors of more than one public shareholding company whose headquarters are in Kuwait. Companies that exceed the prescribed number according to the recent appointment in them and the consequences thereof, without prejudice to the rights of bona fide third parties, and whoever violates this condition is obligated to return to the company whose membership has been revoked what he may have obtained in terms of rewards or advantages.

Article (19) After Amendment:

It is not permissible for the Chairman of the Board of Directors or a member of the Board to have a direct or indirect interest in the contracts and deals concluded with the company or for its account, or to have an interest that conflicts with the interests of the company, unless something is authorized by the General Assembly. It is not permissible for any of them to participate in the management of a company similar to or competing with the company, and it is not permissible for the Chairman of the Board of Directors or any of the members of the Board, even if he is a representative of a legal person, to use the information that has reached him by virtue of his position to obtain a benefit for himself or for others, the Chairman of the Board of Directors or any of the Board members has the right to sell or buy the company’s shares for the duration of his membership in accordance with the rules issued by the Capital Markets Authority regarding the regulation of Board members’ trading in the company’s shares and the method of disclosing them.

It is not permissible for a person, even if he is a representative of a natural or legal person, to be a member of the Board of Directors of more than five public shareholding companies whose headquarters are in Kuwait, nor to be a Chairman of the Board of Directors of more than one public shareholding company whose headquarters are in Kuwait. Companies that exceed the prescribed number according to the recent appointment in them and the consequences thereof, without prejudice to the rights of bona fide third parties, and whoever violates this condition is obligated to return to the company whose membership has been revoked what he may have obtained in terms of rewards or advantages.

 

Significant effect of the material information on the financial position of the Company

No impact.