Timing and Summoning | The company’s OGM must be convened at least once during the first 3 months following the end of the financial year for companies listed on a stock exchange or licensed by the Central Bank of Bahrain (CBB), and within 6 months following the end of the financial year for other companies. | The following bodies may invite the extraordinary general assembly to convene:
– Board of Directors (BoD)
– A written request to the BoD by a number of shareholders representing at least 10% of the company’s shares.
– In the event of such a request, the BoD must convene the EGM within 1 month. Failure to do so will prompt the Ministry of Industry and Commerce (“MOIC”) to call for the meeting within 15 days following the expiration of that period, in accordance with the regulations outlined in Article 199 of the CCL. |
Invitation | BSC:
– Shareholder invitation: Published in at least two local newspapers, one in Arabic and one in English, at least 21 days prior to the meeting, with a detailed agenda. BSC (c):
– Shareholder invitation: Sent by registered mail at least 21 days before the meeting, or conveyed with shareholders’ signatures acknowledging time, venue, and agenda. MOIC Notification: – – Copies of invitation documents should be sent to the MOIC at least 10 days before the general assembly meeting. Inviting the OGM: The following bodies may invite the ordinary general assembly to convene:
–Chairman
–BoD upon request by shareholders representing at least 10% of capital.
–BoD upon a justified request by the auditor.
–The auditor in case of finding remarks, whether financial or administrative or in case he cannot complete his mission.
-Competent body overseeing company activity. The MOIC can call for a meeting if:
1. A month passes without the meeting being held.
2. The board’s membership falls below the required minimum.
3.Shareholders holding at least 10% of the company’s capital request it for valid reasons.
4. They deem the meeting necessary. | Article 209 of CCL: ‘The provisions relating to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions set out in the following articles.’ Meeting Notice:
– Published in at least two local newspapers, one in Arabic and one in English, at least 21 days prior to the meeting, with a detailed agenda. MOIC Notification: –Copies of the meeting notice sent at least 10 days before the meeting to the MOIC. The following information outlines the process for listed companies in Bahrain to convene the EGM. Shareholder Invitation:
– Invitations must be sent to shareholders at least 21 days before the meeting. BSC: Published in two local newspapers (Arabic & English) with the agenda. BSC (c): Sent by registered mail or confirmed delivery with the option for hand-delivered receipts. |
Legal quorum | BSC:
· Attendance of shareholders representing more than 50% of the company’s capital.
· If the required quorum isn’t met, a second meeting with the same agenda must be scheduled within 7 to 15 days. The second meeting requires attendance by shareholders representing more than 30% of the capital to be valid.
· The third meeting is valid regardless of the number of attendees.
· If the dates for the second and third meetings were already specified in the invitation for the first meeting, new invitations may not be needed. However, if none of these meetings have taken place, publication in at least two newspapers, one Arabic and one English, is required. BSC (c):
· The ordinary general assembly meeting requires attendance by shareholders representing more than 50% of the shares for validity.
· If the quorum isn’t met, the meeting is valid with those present after 30 minutes from the specified time of the meeting (unless the AoA specifies otherwise).
·Each shareholder has the right to attend the general assembly, and their voting power corresponds to their share ownership (any provision or resolution contrary to this is deemed null and void).
· A shareholder can delegate a person to attend the assembly, except for the chairman, board members, or company employees, unless they are first-degree relatives.
· Delegation requires a special written power of attorney designated by the company.
· Individuals lacking capacity must be represented by their legal guardians.
·The company shall prepare special cards indicating a shareholder’s shares and those they represent.
·Proxy appointments and delegations must be made at least 24 hours before the meeting.
·Members cannot vote for themselves or on behalf of those they represent in matters involving personal interests or disputes with the company. | BSC:
· Extraordinary general assembly requires attendance by shareholders representing at least 2/3 of the company’s capital for validity.
· If the quorum isn’t met, a second meeting is scheduled within 15 days, requiring attendance by shareholders representing more than 1/3 of the capital.
· If the quorum isn’t met for the second meeting, a third meeting is scheduled within 15 days, with validity requiring attendance by 25% of shareholders.
·New invitations for the last 2 meetings may not be necessary if their dates were specified in the invitation for the first meeting, with publication required in 2 local daily newspapers. BSC (c):
·Extraordinary general assembly requires attendance by shareholders representing 2/3 of the company’s shares for validity.
·If the quorum isn’t met, a second meeting is scheduled within 10 days, with validity requiring attendance by representatives of more than 1/3 of the capital.
· If the quorum isn’t met for the second meeting, a third meeting is scheduled within ten days, with validity requiring attendance by representatives of 25% of the capital.
· New invitations for the last two meetings may not be necessary if their dates were determined in the invitation for the first meeting, with shareholders notified if the first meeting was not held. |
Voting | The majority of shares represented at the meeting (unless a higher threshold is required by AoA). | - Resolutions of the extraordinary general assembly require a 2/3 majority vote of the represented shareholders.
- Resolutions concerning capital changes, company term extension, winding-up, conversion, or merger require a 75% majority of shares present for validity.
- Extraordinary general assembly resolutions require approval by the MOIC to become effective.
- The extraordinary general assembly can pass resolutions within the ordinary general assembly’s powers if the necessary quorum and majority are present and the agenda includes the relevant matters.
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Authority | Set out in Article 206 of CCL
1.Electing Board members and dismissing them
2.Setting remuneration of Board members
3.Discussing and ratifying the Director’s report on company’s activities and financial position during the financial year ended
4.Absolving Board members from liability or otherwise
5.Attend to and discuss the auditor report on the company’s financial accounts for the financial year ended
6. Ratifying the profit and loss account
7. Approval of the balance sheet and the statement of the net profits and dividends
8.Discussing and deciding on the recommendations related to bond and guarantee issuance, borrowing, and mortgaging. | Set out in Article 210 and throughout the CCL.
1. Amending constitutional documents
2.Extending term of the company
3.Increasing or decreasing company’s capital, including the issuance of new shares
4.Disposing of more than half in the value of the company’s assets subject to Article 194bis of CCL.
5. The entire project company was established to undertake or dispose of it in any other way
6.Winding up the company or merging it with another company.
7.Any other matters stipulated in the CCL. |
