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  • Resolution No. (2) of 2000, in Respect of Organizing the Companies Managing Portfolios and Financial Institutions Attending the General Assembly Meetings of Listed Joint Stock Companies

    The Minister of Commerce:

    After perusal of Decree Law No. (28) of 1975, pertaining to the issuance of the Commercial Companies Law and its Amendments, specifically Article (173);
    And Decree Law No. (4) of 1987, in respect of the establishment and organization of the Bahrain Stock Exchange;
    And the Minister of Commerce & Agriculture's No. (13) of 1988, concerning the issuance of the Bahrain Stock Exchange's Internal Regulation and its amendments;
    And the Minister of Commerce & Agriculture's Resolution No. (2) of 1995, in respect of services rendered by brokerage companies on the Bahrain Stock Exchange;
    And upon the submission of the Director of the Bahrain Stock Exchange;

    RESOLVED AS FOLLOWS:

    • Article One

      Brokerage companies and financial institutions which manage investment portfolios shall have no right to attend general assembly meetings of the listed joint stock companies and vote on behalf of the securities in the portfolios management by them, except with written proxies issued by the securities owners.

    • Article Two

      The aforementioned proxy instrument must be issued by the securities owner or his duly authorized attorney. If the securities owner is a corporation, the proxy must be signed by an authorized person or an attorney of the company and duly stamped with the company seal. The concerned brokerage companies and financial institutions shall not vote in the general assembly meetings on the basis of general unspecified proxies, or on the basis of the general wording of the portfolio management agreements.

    • Article Three

      The concerned brokerage companies and financial institutions should request the registrar of shares to send them copies of the proxy cards equal to the number of their investment portfolio accounts at least two weeks before the date of the general assembly meeting. The registrar of shares must send to these companies and institutions the required cards immediately following the publication of the notice for the general assembly meeting.

    • Article Four

      The concerned brokerage companies and financial institutions must forward to the shareholders the proxy cards referred to in the above Article, with the notification of the date of the general assembly meeting and the agenda at least 15 days before the date of the meeting.

      The owner of the securities has the right to attend the general assembly meeting and vote personally, or appoint a brokerage company or any other person to vote on his behalf, in accordance with the Memorandum and Articles of Association of the company. In all cases, the proxy shall be signed by the securities owner and returned to the said brokerage company.

      The concerned brokerage company or financial institution shall undertake to transfer securities ownership from the portfolio to the securities owner, if he decided to attend the general assembly meeting personally.

    • Article Five

      A Global Depository Receipt (GDR) issued by listed joint stock companies shall have no right to vote in the general assembly meetings of those companies, unless such GDRs are transferred into ordinary shares, in accordance with the related prospectus. The securities represented by the GDRs shall not be taken into account when calculating the quorum.

    • Article Six

      Voting in the general assembly meetings of the investment funds on behalf of the unit holders shall take place in accordance with the provisions of the Commercial Companies Law referred to above.

    • Article Seven

      The Undersecretary of the Ministry of Commerce shall implement this Resolution, with effect from the date of its publication in the Official Gazette.

      Minister of Commerce & Agriculture
      Ali Saleh Al Saleh

      Issued on 3 Thel Quodah 1420 H
      Corresponding to 8th February 2000