BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali and Saifuddin Mahmood, Hassan Radhi & Associates
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 representing more than at least 30% of the capital of the company. The third meeting shall be valid regardless of the number of shareholders present. Each share - holder, regardless of the number of their 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 Any shareholder may delegate a person, from among the shareholders or third parties, to attend the Ordinary General Meeting on their behalf, provided that this person is not the chairman of the board or 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 lacking capacity or incapacitated (for instance, minor or person with unsound mind) shall be represented in the meeting by their legal representatives. Extraordinary General Meeting The Extraordinary General Meeting convenes at the invitation of the board of directors or by vir - tue of a written request addressed to the board of directors by a number of shareholders repre - senting at least 10% of the company’s capital. Validity shall be deemed null and void. Delegates and representatives The Extraordinary General Meeting shall not be valid unless attended by shareholders represent -
ing at least two thirds of the company’s capital. If this quorum is not present, a second meet - ing shall be invited within 15 days following the first meeting. The second meeting shall be valid if attended by shareholders representing more than one third of the capital. If such quorum is not available at the second meeting, a third meeting shall be convened with - in 15 days from the date of the second meeting. The third meeting shall be valid if attended by a quarter of the shareholders. A new invitation is not required to be sent for the last two meetings if their dates have been specified in the invitation to the first meeting, provided that publication is made in at least two daily local newspapers – one of them must be in Arabic and the other in English – to the effect that none of these meet - ings has occurred. Decisions The decision of the Extraordinary General Meet - ing shall be passed by a two-thirds majority of the shares represented at the meeting, unless the decision relates to the increase or decrease of the company’s capital, the extension of the company’s term, dissolution, conversion or merging thereof with another company, in which case it shall not be valid unless passed by a three-quarters majority of the shares present at the meeting and with whose attendance the meeting is considered valid. The Extraordinary General Meeting’s decisions shall become effec - tive upon the approval of the Ministry of Industry and Commerce. Other In addition to the above, the founders shall invite the constituent assembly to convene within a period no later than 21 days from the date of the closing of the subscription (in case of public joint stock company) and seven days from the date
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