BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali, Saifuddin Mahmood and Hasan Sanad, Hassan Radhi & Associates
4.3 Shareholder Meetings There are two types of general meetings of the share - holders of a company – the ordinary general meeting and the extraordinary general meeting – each with dif - ferent powers. To ensure that all shareholders have the same opportunity to participate in the general meet - ings, there are specific provisions regarding invitation thereto. Ordinary General Meeting The ordinary general meeting of shareholders con - venes at the invitation of the chairperson of the board of directors at a time and venue specified in the com - pany’s Constitutional Documents. The meeting must convene at least once per year during the three-month period following the end of the company’s fiscal or financial year in case of listed companies and com - panies licensed by the CBB, and during the six-month period following the end of the company’s financial year for companies not listed on the Bahrain Bourse or licensed by the CBB. The invitation to convene the ordinary general meeting of shareholders must be sent to the shareholders, and in case of a public joint stock company, the invitation is required to be pub - lished in at least two daily local newspapers – one in Arabic and the other in English. The minimum notice period is 21 days, and the notice of the meeting must include the agenda of the meet - ing. Copies of the invitation documents must also be forwarded to the Ministry of Industry and Commerce at least ten days before the ordinary general meeting. The ordinary general meeting is presided over by the chairperson of the board of directors or their deputy, or by whoever is delegated by the ordinary general meeting. Validity The ordinary general meeting shall not be valid unless it is attended by a number of shareholders who have the right to vote and represent more than half the capi - tal of the company. If this quorum is not attained, an invitation must be sent for a second meeting to be held, with the same agenda, within seven to 15 days from the date fixed for the first meeting.
Second and third meetings The second meeting shall not be valid unless it is attended by a number of shareholders who have the right to vote and represent more than 30% of the capi - tal of the company. The third meeting shall be valid regardless of the number of shareholders present. Each shareholder, regardless of their number of shares in the company, shall have the right to attend the ordinary general meeting, and shall have a number of votes equal to the number of their shares. Any provision or decision to the contrary shall be deemed null and void. Delegates and representatives Any shareholder may delegate a person, from among the shareholders or third parties, to attend the ordi - nary general meeting on their behalf, provided that this person is not the chairperson of the board, a board member or an employee of the company. However, this shall not prejudice the right to delegate a first- degree relative by virtue of a written special power of attorney, to be prepared by the company for this purpose. Members who are lacking capacity or incapacitated (for instance, minors or persons of unsound mind) shall be represented in the meeting by their legal rep - resentatives. Extraordinary General Meeting The extraordinary general meeting convenes at the invitation of the board of directors, or by virtue of a written request addressed to the board of directors by a number of shareholders representing at least 10% of the company’s capital. Validity The extraordinary general meeting shall not be valid unless attended by shareholders representing at least two-thirds of the company’s capital. If this quorum is not present, a second meeting shall be convened within 15 days of the first meeting. The second meet - ing shall be valid if attended by shareholders repre - senting more than one-third of the capital. If such quorum is not available at the second meeting, a third meeting shall be convened within 15 days from
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