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Annual Ordinary General Meeting Booklet Annual Ordinary General Meeting Booklet 25 March 2018 Kingdom of Bahrain Tel: +973 1753 3000 Bank ABC Fax: +973 1753 3163 P.O. Box 5698, Manama, Kingdom of Bahrain (CR: 10299) Bank ABC (Arab Banking Corporation B.S.C.) is licensed as a www.bank-abc.com conventional wholesale bank by the Central Bank of Bahrain FABR173 CONTENT Agenda 2 Minutes of the previous meeting (Arabic only) 4 Directors’ Report 15 Auditors’ Report 18 Consolidated Financial Statements 24 Group Financial Review 81 Market Making Arrangement 87 Corporate Governance 90 Appendices 1. Board of Directors Biographies 108 2. Management Organisation Chart 112 3. Code of Conduct 114 AGM Agenda The agenda for the meeting is as follows: 1. To approve the minutes of the past annual ordinary general meeting of the Bank dated 26 March 2017. 2. To discuss and approve the Report of the Board of Directors about the activities of the Bank for the financial year ended 31 December 2017. 3. To consider and acknowledge the Report of the Auditors concerning the Consolidated Financial Statements for the financial year ended 31 December 2017. 4. To discuss and approve the Consolidated Financial Statements for the financial year ended 31 December 2017. 5. To approve the recommendation of the Board of Directors for appropriation of profits for the financial year ended 31 December 2017 as follows: 5.1 The transfer of US$19,339,000 to the legal reserve. 5.2 Cash payment of 3% dividend or 3 cents for each share for a total of US$93,300,000 starting from 4 April 2018. 5.3 Transfer of the remaining balance of US$80,751,000 to the retained earnings. 6. To approve the Bank’s repurchase of a percentage of its own shares not exceeding 3% of the total and reselling them, via a designated market maker, with a view to enhancing the liquidity of the Bank’s shares in the market, within the next 12 months, subject to obtaining the approval of the Central Bank of Bahrain, and to authorise the Bank’s Board of Directors, or its delegate, to determine the terms and conditions of the market maker’s appointment and to take all necessary steps with the concerned authorities to obtain the necessary approvals to implement this resolution. 7. To discuss and approve the Corporate Governance Report for the year 2017 as per the requirements of the Central Bank of Bahrain. 8. To absolve the Directors from liability for the financial year ended 31 December 2017. 9. Subject to approval of the Central Bank of Bahrain, to re-appoint Messrs Ernst & Young as auditors of the Bank for the financial year ending 31 December 2018, and to authorise the Board of Directors to fix their remuneration. 10. Any other business under article 207 of the Commercial Companies Law. Important notice to shareholders: • Copies of the Report of the Board of Directors, together with the Consolidated Balance Sheet, the Profit and Loss Account and the Report of the Auditors for 2017 will be made available in English and Arabic languages by the second week of March 2018 at ABC Tower, Diplomatic Area, Manama, Kingdom of Bahrain, and on the Bank’s website (www.bank-abc.com). • Any Shareholder registered in the Bank’s share register on the date of the AGM meeting is entitled to attend the meeting or to appoint a proxy to attend and vote on the Shareholder’s behalf, taking into consideration that the proxy shall not be the chairman, a director or an employee of the Bank. The form of the proxy is enclosed and that the proxy is to be received 24 hours before the meeting. • If the shareholder is a company, the proxy that will attend the meeting must submit a letter of authorisation from the shareholder stating that he/she is the designated proxy. The authorisation must be in writing and issued by the authorised representative of the company with the company’s seal. It must be submitted before the deadline for submitting proxies. 2 AGM Agenda • The proxy letter must be submitted at least 24 hours before the AGM meeting is convened (at the Bank ABC head office in the Diplomatic Area in Manama, Kingdom of Bahrain). The proxy letter can be submitted by hand or by post (at the Bank ABC head office, Building 152, Road 1703, Block 317, Diplomatic Area, Manama, Kingdom of Bahrain), by fax (number +97317531311) or by email ([email protected]), making sure it is submitted before the deadline. It is important to note that proxy letters submitted aer the deadline will be considered void and will not be accepted. • For further details please contact the Public Relations and Shareholders Relations Unit at the Bank (+97317543222). 3 Minutes of the Previous meeting (Arabic only) 4 5 6 7 8 9 10 11 12 13 14 Directors’ Report 15 Directors’ Report On behalf of the Board of Directors of the Bank ABC Group, I am pleased to report that the Group continued to perform well during 2017, with notable achievements despite the persisting uncertainty in many of our markets. Financial targets were met, strategic milestones were reached, and the Group’s capital and liquidity positions stood stronger at the end of the year. The Group’s net profit reached US$193 million at the end of 2017, compared with the US$183 million reported in the previous year, growing by 6%. Operating income increased to US$869 million (2016: US$865 million) on a headline basis, but improved by 7% to US$873 million (2016: US$816 million) on a normalised basis aer adjusting for currency hedges in Banco ABC Brazil. Operating expenses were US$462 million (2016: US$436 million), mainly reflecting sustained investments into the Group’s core strategy projects. One major strategic action adopted in 2017 was the realigning of our global Wholesale Banking and Treasury businesses across geographies, products and clients. This will enable our Wholesale Bank to improve returns and enhance our services to our clients across our footprint. With this business reorientation, the Bank was able to see immediate fruits. Our International Wholesale Banking and Treasury businesses raised revenues on a combined basis, growing client-led activity to encourage repeat business. We were once again ranked number one among syndicated loan lead managers in MENA in terms of the number of deals arranged, while Islamic Finance enjoyed a successful year, taking a lead role in four Sukuk issuances as well as six major syndicated loan deals. As part of our plan to strengthen our geographic footprint, the representative office of the Bank in Singapore was upgraded to a fully-fledged branch, positioning us for greater business initiatives in Asia. Likewise, the opening of a branch in the Dubai International Financial Centre reinforced our coverage capabilities in this important market. Meanwhile, Bank ABC in Europe and our branch in New York have stepped up their contributions to our cross-border and cross-product global business flows. Reflecting on our commitment to provide a better, easier and seamless customer experience, the Bank initiated a comprehensive digital strategy, implementing a new online banking platform in both Jordan and Egypt for retail banking, strengthening our delivery to customers in our key MENA subsidiaries. In addition, a digital banking payments platform for the Group’s corporate clients was also launched during the year. Our focus on the organisational health of the Bank remains unabated. We continued to invest in areas such as compliance, risk management, balance sheet management, Group IT, cyber security and auditing. A new Governance- Risk-Compliance approach was introduced to provide greater efficiency. Moreover, a Group Asset Quality Review Function was created which will be dedicated to performing loan and asset quality reviews across the Group. This structure will further streamline Group Audit responsibilities along best practices in the industry. Although encouraging signs of a relative respite has recently been witnessed in our core markets, most of 2017 had been dominated by the ripple effects of the turmoil of past years. Multiple challenges existed in MENA – including budgetary pressures, currency devaluations and regulatory restraints. Moreover, political uncertainty in Brazil was prevalent, coupled with lingering pressures on assets quality. Against such headwinds, our subsidiaries exhibited remarkable resilience and have maintained steady profitability. We continue to place strong emphasis on our capital ratios, keeping them at a robust level. Our Basel III capital adequacy ratio (CAR) and Tier 1 ratio at the end of the year stood at 18.7% and 17.7% respectively, being higher than most of our peers. At 3.5%, the Group ratio of non-performing loans to gross loans showed improvement, reducing from 4.1% at end 2016 on a headline basis. In fact, the NPL ratio for 2017 would show additional reduction to 2.6% (2016: 3.2%) when adjusted to take account of legacy loans. Similarly, customer deposits at the end of the year were US$16,755 million, up from US$14,270 million in 2016, and loans and advances were at US$15,329 million (2016: US$14,683 million). 16 Directors’ Report It is again a testimony to the Bank’s balance sheet strength and the good management of our business that despite the challenging financial and economic environment that still exists in key markets, ABC has retained its Standard & Poor and Fitch agency investment rating at BBB-. In addition, Bank ABC received the prestigious recognition of Bank of the Year 2017 in Bahrain by the Banker Magazine, acknowledging our industry leadership and further affirming the strength of our business model. Looking forward to 2018 and beyond, the recovery in global and regional markets will provide wider prospects for the Group’s business and growth plans.
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