Notice is hereby given that the Annual General Meeting of the Members of Islamic Bank of Britain PLC will be held at Calthorpe Suite, 5th floor, Edgbaston House, 3 Duchess Place, Hagley Road, Birmingham, B16 8NH on Wednesday 21 September 2011 at 10.30 a.m.
1. To receive and adopt the Annual Report and Financial Statements for the year ended 31 December 2010.
2. To re-appoint Mr. Khalifa Jassim M.A. Al-Kuwari as Chairman who has been appointed since the last Annual General Meeting.
3. To re-appoint Mr. Adel Mohammed Tayyeb Mustafawi as Non-Executive Director who has been appointed since the last Annual General Meeting.
4. To re-appoint Mr. Jamal Abdullah Al-Jamal as Non-Executive Director who has been appointed since the last Annual General Meeting.
5. To re-appoint KPMG Audit Plc as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and authorise the Directors to fix their remuneration.
To consider and, if thought fit, pass the following as an ordinary resolution:
6. That, the board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “2006 Act”) (in substitution for any existing authority to allot shares) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £40,000,000 provided that such authority shall expire on the fifth anniversary from the date of the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
To consider and, if thought fit, pass the following as special resolutions:
7. That, subject to the passing of resolution 6 as set out in the notice of this meeting, the board be empowered pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the said Act) for cash pursuant to the general authority conferred by resolution 6 as set out in the notice of this meeting as if section 561(1) of the said Act did not apply to such allotment, provided that this power shall:
(i) be limited to the allotment of equity securities up to an aggregate nominal amount of £40,000,000; and
(ii) expire on the fifth anniversary of the date from the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
8. That, the regulations in the form of the print produced to the meeting and initialled for identification by the chairman of the meeting be adopted as the new Articles of Association of the Company to replace in their entirety the existing Articles of Association of the Company.
9. That, the Company may send or supply any document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts (as defined in section 2 of the 2006 Act) or pursuant to the Company’s Articles of Association or to any other rules or regulations to which the Company may be subject, by making it available on a website, and the provisions of the 2006 Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts (as defined in section 2 of the 2006 Act) by making it available on a website shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by the Company’s Articles of Association or any other rules or regulations to which the Company may be subject by making it available on a website and this resolution shall supersede any provision in the Company’s Articles of Association to the extent that it is inconsistent with this resolution.
By Order of the Board
Director and Company Secretary
26 August 2011
3 Duchess Place
Birmingham B16 8NH
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote (whether on a show of hands or on a poll) in their place. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. A proxy may demand or join in demanding a poll. Such proxy need not be a member of the company.
2. To be valid, the form of proxy (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such authority) must be deposited with Capita Registrars, Proxies Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 48 hours before the time appointed for the holding of the meeting. Completion of the form of proxy will not preclude a member from attending and voting in person.
To the shareholders of Islamic Bank of Britain PLC
For the year ended 31 December 2010
26 August 2011
Islamic Bank of Britain PLC is not responsible for the payment of the Zakat on the shares held by the shareholders. It has therefore not calculated Zakat due on each share as at 31 December 2010, or during the preceding 12 months.
The shareholders are therefore responsible for the payment of Zakat, if any, in accordance with their circumstances and should undertake their own calculations.
Director and Company Secretary