Arab Banking Corporation (B.S.C.) ($ABC)

At the beginning, I would like to welcome all the Board members and also the shareholders, and we would like to extend our congratulations on the occasion of the list. And we are really sorry on the events and the incidents taking place recently, we would like to welcome all the members and the representatives from the Central Bank of Bahrain and also from the Ministry of Commerce and Industry as well as the Bahrain force and all the attendees. And now we shall start the selection or the election of the we would like to nominate the Secretary of the association or the meeting, and we would like to appoint Mr. Abdelkhalig Shaib to be -- Yes, we approved. I just want to stay the quorum and the total number. Yes, we will ensure the total quorum. The total shares -- what do you make and on behalf So the total quorum, 95% and the 20%. So it's to 0.94580696. So by saying so, we shall start the AGM and the AGM. So the annual ordinary general meeting. And as you can see to approve the minutes of the past ordinary general meeting of the bank and considering and acknowledging the report of the auditors concerning the consolidated financial statements, these are the main points that we will discuss today the report of the Board of Directors. So first, item is to approve the minutes of the past ordinary general meeting of the bank dated 16 March 2025, which we have distributed earlier to approve the minutes? Do you have any comments? Or would you like us to move to the next item. So the second item is to consider and acknowledge the report of the auditors concerning the consolidated financial statements for the financial year ended 31st of December 2024.

Yes, please go ahead. Thank you, your President, happy [indiscernible] you to all in the name of God. The report of the auditors concerning the consolidated financial statement we have audited the financial statements for the bank and the group, which commenced of for the year ended 31st of December 2025 for the consolidated financial statements for the financial year ended on that believe right. So we -- as considering we have audited the consolidated financial statements and in our opinion, the accompanying consolidated financial statements present fairly in all material respects, the consolidated financial position of the group as of 31st December 2025, and it's consolidated financial performance and its consolidated cash flows for the year ended in accordance with the IFRS accounting standards as issued by the International Accounting Standards Board. We conducted our audit in accordance with the international standards on auditing our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated financial statements. Section of our report, and we are independent of the group in accordance with the International Ethics Standard Board for accountants and also with all the guidelines of the Central Bank of Bahrain and then which may have a negative impact on the bank's performance. And we have seen that according to Ernst and Young. 8 of February 2026 in the Kingdom of Bahrain. Yes, Mr. [indiscernible], do you have anything to -- thank you, our President and Chairman.

I have a question I asked Fatmafrom the ABC Group. Previously, at the beginning, we stated and present all the items, and then we go through them in details. So we get the approval by each -- it's either -- there are questions or feedbacks, and it commence and then we get the approval. Other than that, then we move on. But it's -- I believe it's the [indiscernible] company, they said that the -- the only person who's responsible who has the decision making in this regard is the Chairman.

So Mr. [indiscernible] please allow me I'm targeting or appointing this question to the Chairman. We are going through item by item, which now we are going through the first item, which is the approving the minutes, and I've asked the minutes. And we went to through the second item, we didn't go to I'll explain it 1 more time. In Bahrain, we have item by item. You read out the item and then you open it to the shareholders if they have any comments any questions any feedback, then we do the voting, then we go to the second item. All companies in the hearing they go through the same procedures, except for the ABC Group, what do they do -- from a long time ago until today, -- what they do is that the German reads out all the items and then after he finishes, then he opened the floors for the contributors or for the shareholders to discuss. [indiscernible] said it's the visit whatever the Chairman chooses or select from the items to be discussed then we go through to it. Yes. So my proposal is that we have heard from the auditors, and then we will and then also we will be leaving from the report of the Board and then we will move towards discussing and approving the consolidated financial statements, and then we will open the floor because all these items are connected and linked to each other. It's related to the financial statements related to the report of the Board and also related to the group performance. Later on, we will open the floor. This is my idea, and my thought to do that. Yes, I agree with you. Thank you, your Chairman.

As offset at the beginning that we -- after we move to the fourth item, which is the discussion and the approval of the consolidated financial statement for the financial year ended 31st December 2025, then we will give the floor to Mr. Brendon to give the speech or to give the presentation, Mr. Brendon.

Okay. Thank you. Thank you often thank you for joining the [indiscernible] in the extraordinary general meeting. I'd like to take a moment to acknowledge the challenging circumstances the region is facing. Our thoughts and prayers are very much with all those affected by this conflict. Unlike everyone else, we are hoping for a switch return to peace and prosperity across the Middle East. Just to reassure that in these times, Bank ABC continues to operate with resilience. We have a diverse business model and geographic presence with sound financial and risk management practices. Our business continuity measures and robust digital architecture are enabling us to navigate this uncertainty with a degree of confidence. We're continuing to operate across our network, serving our clients without interruption from prioritizing the safety and well-being of employees. Our capital liquidity remains strong, and we continue to operate to come above the regulatory requirements. All our core systems and digital channels are functioning normally, enabling our usual effective access to our services. We are a very senior crisis management team which is meeting essentially every day to monitor the values and implement proportionate measures and our international footprint provides us with some resilience our exposures to higher risk jurisdictions remain well managed within the bank's conservative risk actor. So having given a view on the current operating conditions and challenges. Let me turn back to the report on 2025, which gives a summary of financial performance and strategic progress rather than for the AGM. 2025 has been another year of stable and resilient performance. My presentation will cover some themes on the macroeconomic, financial performance, healthy balance sheet, progress on our strategic initiatives and also outline the group's dividend proposal. On the economic conditions, we saw resilience across [ MENA ] in Brazil. even as global growth was challenged from tariff headwinds in the U.S., Europe and Asia, which, in fact, signaled the onset of a more uncertain geopolitical situation. Interest rates in many economies went through an easing cycle led by the U.S. Federal Reserve, while exchange rates in our core market strengthened against the dollar providing some mixed effects across our businesses. Looking ahead, we see interest rate path going to be obviously affected by the conclusion of this ongoing contract. Oil prices and the effects on inflation with the gunning too. The regional conflict will, of course, white trade, travel and investment place will elevate commodity prices and keep inflation for longer. And this will likely mean higher for longer interest rates and wider credit deposit spreads than we were previously envisaging. We also see the risk reversion has recently supported U.S. dollar strength. This may alleviate a better pension subside, and that outcome would be supportive for activity in some of our markets. But given this economic backdrop, our focus remains very steady. We have to protect the bank's margins, the price risk appropriately and stay selective on growth where the spreads in the asset quality justify by balance sheet deployment. So just to give you a summary on '25 performance highlights. Despite the challenging economic conditions, by ABC's diversified franchise and business model achieved a resilient set of results Revenue momentum is particularly good, reaching another record level of about just over $1.4 billion, which was a headline growth of 5% year-on-year. Currency basis would have been 7% year-on-year. Adjusting for the Brazilian Real Egyptian power depreciation. Our net profit was $257 million, something of a moderation 10% year-on-year. This was due to the effects of currency movements, some elevated provision and some higher tax charges, particularly from the domestic minimum taxes in borrowing in Brazil. So this translated into a headline ROE of 6% and an underlying ROE of 6.2% on a constant cat basis. On the balance sheet, total assets reached record levels of $50 billion while our capital and liquidity ratios remain strong. And this gives good buffers against the regulatory minimum, which are still positioned to support additional growth for this year. So overall, Bank ABC delivered a resilient financial performance during 2025. I'll turn now to some aspects of update on strategy and give you some updates on our journey to the mines International Bank in the future. Our open map, our strategic road map has initiatives across 3 key pillars: accelerating our core businesses, maximizing the value of our digital units and strengthening our operating model. On the first pillar, accelerating growth on our core businesses, we've completed a multiyear digital transformation of our wholesale businesses, onboarding clients across the franchise. We established a portfolio management function to improve our return on capital. We saw excellent growth in our core trade and transaction banking volumes and revenues. Another key highlight was on our syndications business, which saw volumes grow from $2.5 billion to $4 billion. Retail Banking had a good year. Another key highlight being the momentum generated through our new digital in Egypt. And in Bank of IPC Brazil, our major Brazilian subsidiary. We also saw excellent growth in our corporate and middle market business with revenue growth, 7% headline and 12% on a constant currency basis. Turning to the second pillar of our strategy, the value of our digital units a and IFS. On [indiscernible] the customer base continues to expand well with new products and features boosting departments. We successfully completed the [indiscernible] migrate which marks a major step forward in the group's core banking transformation. The carve-out process [indiscernible] continues, where we are intending to create separate -- fully licensed digital bank, which will enhance pillars agility and accelerate its growth trajectory in Barring a across the region. Turning to our FinTech payments company, AFS. AFS also successfully continued its expansion strategy. And one aspect during the year was the successful launch of merchant acquiring services in the U.S. This is creating additional revenue momentum and successfully taking forward growth strategy. On our third pillar of strategy, strengthening our operating model. There are a number of achievements. We launched a new core values framework, which entersizes 5 key areas. Clients, innovation, teamwork, integrity and empowerment to our staff. Our performance management focus has been sharpened with the new strategic KPI framework which is working effectively across the crude units. And we've also redesigned our digital operating model, launching new data management capabilities, data analytics and AI techniques. Another core priority within our strategic road map is our commitment to sustainability. We're integrating sustainable practices across bank Agency value chain, reducing our environmental impact and ensuring we remain fit for purpose to create long-term value for a [indiscernible] During 2025, we continue to make excellent progress, launching a 3-year environmental reduction plan, embedding ESG risk assessments in credits and client engagements. Developing our ESG standards and advancing further on our measurement of Scope 3 financial emissions. Other achievements included trading programs for clients on teams as well as diversity and equity and an inclusion PRs. And if people are more interested in sustainability and what there's a detailed progress in our second annual Group Sustainability disclosure report, which is on our website. On our industry position, Bank ABCs brand and reputation continues to strengthen year after year. During '25, the group was recognized with around 35 prestigious awards across multiple categories. I'll just pick out a few. Achieving an important milestone [indiscernible] was named Best Mobile on fan app in the Middle East by Global Finance in addition to securing 10 national awards. [indiscernible] also received the title's MENA Retail Bank of the Year for [indiscernible] and best digital bank to consumers from the Year End Money Awards for [indiscernible] Bank ABC Islamic also received multiple awards for its successful [indiscernible] and Islamic deal execution. And our Wholesale Banking business also gained major several rewards. Most notably, Bank ABC was named Transaction Bank of the Year for the Middle East by the Bank of FT, attesting to the digital transformation of our transaction banking business being recognized by industry levels. Moving to, obviously, a very important 1 for our investors is, of course, our dividend recommendation for this year. In line with the resilient performance, we're recommending maintaining the same level of dividends as last year with a proposed cash dividend of $85.5 million or $0.075 a share which equates to a higher payout ratio of 33% of net profit compared to 30% last year and translates into a yield of around 9% based on the current share. This approach to dividend distribution linked to our profits and ensures the group retains its financial growth capacity while also maintaining the strong capital ratios as we grow. Just a bit of a view on our '26 key priorities, which aligns with my comments earlier. Obviously, as I noted, the economic conditions are uncertain can and challenging so our first priority is going through continuing to focus on resilience. And we've got to continue with prudent risk management measures, say vigilance and reinforce our controls across credit markets, cybersecurity and compliance. We need to actively monitor portfolio concentration and potential areas of stress and adjust our risk appetite when needed in close coordination with our Board. We'll continue to execute our strategy, accelerating the core franchises and unlocking greater value from our digital units. And of course, bank Agency and its Board will continue with its leadership succession and transition plans, focusing on our value [indiscernible] with effective governance and ensure a consistent future focus on long-term value creation for our shareholders. So in conclusion, if this part of the missing as is traditional, I would like to acknowledge and express sincere thanks to our key stakeholders. First of all, to our major shareholder, the Central Bank of Libya and the [indiscernible] Investment Authority. Their long-term support and stewardship continues to underpin Bank APC's strength and resilience. I'd like to thank our broader investor base to over 1,500 shareholders who steadfastly support the bank for our listing on the boring board. Our home regulator at the Central Bank of Firm. Thank you for the guidance and constructive supervision, which enables to back to grow safely and sustainability. I should also recognize our board were particularly in these times, giving their effective cancel and guidance to management to set and navigate with clear strategic direction and effective implementation of plans for the group. Finally, I'd just like to mention our employees, of course, at this challenging time. Their talent, loyalty and dedicated hard work ensures that we maintain such resilience in these uncertain times. So that concludes the presentation on the results.

Thank you, Brendon. [ Foreign Language ] And now after going the first point of this AGM and seeing the first activities of the bank and its achievements. Now opening the floor to the different shareholders. We have Mr. Abdelkhalig. I would like to start the ex-CEO of the group. And we'd like to hope that teams and best held and he has actually served this bank for 45 years. That is all experience and I believe there's a point which is important, there was a strategy that taking here of the service strategy that was being implemented. I'd like to know is the strategy is taking better in place is there to any different strategy that the new board bank of the board of the bank that is actually implement I also previously the same to the Board -- the previous board and I assume a part that we would like to see new lots in the we would like that to be the different and the highest profile cities in the. For example, in most banks, you would find that there would be a President, a Vice President or CEO happening in vice. Right now in the group. Only the CEO of the group has actually either retired or may take this resignation. So I would like to see the bank is an import such big changes. And whether the event of ABC and other big companies where we see the best governance practices are being implemented -- we would like to see them whether they are focused on the bank or possibly also other maybe other branches and maybe for example, we don't want to see like at the every 16 banks that are being run by like different boards and I believe we think add what [indiscernible] some in Bahrain in terms of taking the decision. And the decision we take a long time ago that the executive management should be able to run the bank and manage them rather than the Board taking a full charge that we'd like to thank you for this question. This is the first time I've come as part of the ABC Bank AGM I believe that your points are important. As you know, I am responsible, of course, for the different capital and the capital in the bank. And we, as a board previous the cement board has already adjust the previous strategies. And there were a management and maybe some operations as we have a different vision. We would like to see that a tactic of the ABC need to be more diversified on the level of the having an companies and also internationally. And of course, we have actually worked with a certain company or the certainty and a bit to the company in order to work on the structure is not organization structure of the act. And of course, ties important then we need to work -- for example, some companies or some even in general, corporations, find in sense with the value, especially if a CEO or someone in the highest profile jobs leave. So of course, we have discussed this and we have put this as part of or included in our governance and in our strategies for the future in order to always cover all areas and we're, I think, on a succession plan in the sense. And when you talk about the governance, there's some discussion and debate in terms of the Board. For example, when you say, for example, that there our Board members that may be rather at the show we have studied this matter. We see that there are qualities and there are advantages to have the Board members be part of the main part of the decision making. And we for example, if we see any branch of ABC and any other cut -- so we don't want to see any when you are executives in NAND or none of the companies of corporations. And at the same time, you are member of being bold in the bank that will be conflict of interest. So we would like to focus on making sure that doesn't impact the decisions and at the end, we are very committed to implement the proper governance and the best practices of governance, not just any not because of the desires of the Board members or those who are in authority we are studying the matter and we are doing our best to implement the best practices in governance. We see that also that the CEO and other important points, and there's also Mr. Adel and others that have questions in the -- and if the questions are similar to what Mr. Adel has mentioned, we can actually maybe as all the others to give you maybe something different if there is anything to be given or if there is a decent question, can we continue? At the beginning, we would like to thank you and for this gathering and the ATM, and we'd like also to wish the safety announced the old the ore developed cities and people. And of course, all the points that I've mentioned needs to be addressed as solutions being made and we take some attention from capability teams, for example, to see how the ABC bank can actually work in the best possible way. Like we said in the previous years, with comments and points and opinions. There is a point. One of the points was which a more or less there should be a lot of transparency and be honest in the way we address or rather present subject -- we're looking also at something we talked about the investment and was the loan debt investment funds and our depositors -- we need a lot of operation when there was something to do with a that is freezing ourself accounts or funds that have been frozen for whatever reason, we'll be able to work on that. And as we're working with the council of advisers and consultants, we see that with the also central bank of planning. We would like some pressure from the worldwide operating and collaborating with the government. Government of Bahrain to make sure -- see, for example, we need, for example, a point where we can actually grow these different capital or funds in whatever the pen and whatever. The activities, the bank teams right or profitable rather than one subspace we have made pressure, for example, sometimes to employ it in, for example, in different banks or on other businesses that and there will be also, of course, some -- what we say certain fees or certain maybe taxes or whatever that's being implemented or becoming mandatory need to really look at the -- the about $1 million to [indiscernible] in terms of revenues. We have to really start working on restructuring our expenses and our spending in the bank in this area and also there is also a question about something -- or sorry, financing or investing certain amounts. For example, like what happened in the United States of America. We have to be very careful, and we should have a positive team to work on the list of these risks that we have faced or confronted with given -- for the example -- there are new issues that we are dealing with where there is a possibility that we have to pay for. And as I said, let's say, fees and we do show the follow-up of all these issues in order to be able 2 or 3, the initially so initially, if we're looking at the shares or let's say, profits that we and we decide and to in order to get to the shareholders may be seen as pre shares to be, for example, loyal to loyal shareholders I mean, this is just an opinion and I would like to be taken seriously and to be studied.

Thank you very much. for all what you have mentioned, and thank you for the trust that you are giving to the Board and of course, we care a lot to put the depositors and our also investors to -- there's so much risk in terms of depositing money and with all what's going on at we're very, of course, happy to with the -- in order to look at is what you mentioned about any provisions that can be and of course, we would like to see if we need to work on maybe ammending or altering some of the green that the bank has made with is, for example, shareholders whether and we also would like to be more transparent and more cooperative and working and demand with our shareholders and also drive more into the issue of risk management. And we see that every year, we have to have provisions in order to be able to handle the issue of risk whatever these risks are -- and in order to work on these risks before we find ourselves falling into, let's say, an issue or any issues or we're going to have to dispense to deduct from the -- our shareholders in terms of their shares or their dividends this is one of the main strategies and the main points and the current board strategy. And we are working on and dealing with different issues that we have already had the company this year. And when we talk about the shares, we have to actually Think about this. And we have to see if that is a possibility for our shareholders. I believe other banks and other corporations work in that manner so it is really for study, and we will take it as a overthink you for your direction. I tenant also have his own intervention and then we will also have maybe the CEO to give us more maybe insight into these questions. Please Mr. Alik.

[Foreign Language] and hello, I really find this algae opportunity to know you more and better in this AGM or through this AGM. And I think we've seen that -- we see that what the bank has a mean in terms of profits was chose how much cap is being implemented and exerting. Of course, if you look at the future, and I want to know what is the criteria that you follow or measures that you follow in order to appoint a CEO and other, for example, executive managers of directors. Some of the executive managers or directors or are even better destinations. We'd like to know what exactly is the reason behind that. And we understand that there are still circumstances, but we would like in short to know what was the criteria or measures previously the CEO and needs to be able to steam as a mandatory issue or in terms of conditions and also understanding the needs and the situation of the region, geopolitically and so on and so forth. And I believe when we started, but I talked about, I think, a -- when we talk about capital so we're talking about the price of shares. Actually missions are so low in price. -- in the price. And it should be maybe more than that. So one exactly must that you would take in terms of [indiscernible] find a way in order to or making the shares of more value and as you know that although we -- some of us have different share as well as shareholders, small shareholders don't have brief representation Board or in terms of their opinions and the recommendation. Actually also when it comes to buying shares that become sometimes the bank goes to different companies, external companies in order to buy the shares so on and so forth. I would like to also thank you all and also wish you all the luck and the success in all your endeavors.

And I believe that the bank, we are part of this big since we are shareholders, and we would like to see things better happening in a better manner and the bank succeeding certain I'd like to confirm a member of the Board sorry, that I believe that strong voices are we and all the initiatives seem have 1 share every single point on a simple recommendation or suggestions are very pretty much taken highly even high tension and we'd like to see what you can actually offer us also I don't think that just because you have one share means that you don't have much presence I believe that we accept all the suggestions. Any shareholder with a smaller [indiscernible] and I believe it -- we believe that we should have someone to need this to keep the i and implement the new strategy of the Board. There are not emotion prices for criteria of how we select or how a CEO selected when you talk about aggregate or the language, we believe that our vision is different. We believe that any person can be on board and how can actually grow can make this organization of the stat growth and be able to lead us into maybe opportunities to better opportunities and bigger markets and anything that would be beneficial to our shareholders and what is important is the bottom line, which are the profits and the -- what the shareholders they get, what to do with it to me in about the profit. And this is also what the bank should be focusing on -- and I believe when the CEO was still -- I believe that the chief CEO was requested to be part of the agent in order to hold such position in the bank I believe that we are looking here on capabilities and experience. We don't have designations also, like you mentioned, in the sense -- so we don't have, let say, but growth environment that allows anyone to resign. There must be reasons for any resignation.

And thank you to all starting from the CEO to the shareholders, to all of those is involved I believe that the system closed in this AGM, I would like to tell you how I am satisfied with the numbers and the indicators I believe that the numbers talk, and I can see that these numbers are good compared to previous year's figures. And also the different awards that the bank has been able to achieve or to obtain and that shows that there is so much effort and so much success in the different areas of the bank has obtained the awards in. I also -- Mr. Naji, I believe, will be able to certain issues or, let's say, we done there were things that maybe -- that was not well beta be needs to focus on so that we don't -- we're not surprised at issue of the provisions that we have to maybe face the last in our experience I still feel that satisfied with the efforts and also with the performance of the bank and also would like to amend the teenage and as you know, I believe that all the Board reports work with the Central Bank of the but there are certain circumstances. And let's see what's happening in the region right now within the Kingdom of Bahrain. All the GovSats and the region. And this could impact the performance of that, even the client that have deposited heavily in the back and also shareholders. They need to look at. We are sure that we did not anticipate the colon situation Of course this would be -- will reflect in one way or another. I mean, let's say, and I want to say they were negative. Definitely, there will be impact and that's why we have to start being very careful and we have to follow whatever that is necessary or needed with the cooperation of the, let's say, authorities in the country, of course, such central banks and other important -- of course, we're looking at that we should do our due diligence all the time in order to look at the credit risk. And if we have finished with the questions that maybe we contain the CEO in order to go to talking about different other aspects, maybe strategy or points but important that I would like to talk about.

I believe that the strategy will be very satisfying and [indiscernible] you will talk about the what we talk about the strategy when Mr. Naji joined us, I believe, and there was a specific assessment for the documents and the strategies that were given or, let's say, presented, there was a new Board, and they were giving the implementation of -- and there was a specific meeting that there was a postmeeting to discuss and look at the new strategies. And especially when we talk about the digital units whether we're looking at bare as a whole and its needs in terms of it and a lot to tools, whatever and the can have the [indiscernible] bank sites and digital and also the thing as the notes shareholders and the attention that's given to them and to the different many products and services that are being rendered to them. And also, when we look at I think the strategy that we've talked about was the last for 3 years, 3-year strategy. There was also the succession plan and employment issue of employment, and I believe that a launch of the good plans in order to work on restructuring -- and also because of different changes that take in place there was so much study and so much attention given in order to be able to as the means of the future and the different changes and risks that this we generalized encountering and also on the other -- there's also a second lever than the sales level that we are looking at in terms of employment and succession plan in there. I believe there is a strategy or policy is working on in order to have the right balance in terms of the executive management or the directors and also looking at the different, let's say, loads and regulations and governance. In terms of that, to raise, of course, to focus on the impact of even and also looking at the experience and having a balance which is a different in the different acquisitions and also that we need to drive this new cost to be able to drive different organizations under the umbrella is, I think one of the important clients of telecom from the front. And as you know, the sanctions, the 5 of sanctions is always our filed and we talked with our Libyan client. It's supply issue mainly, but we have a special I think meeting for the committee of sanctions and clients assumptions and looking at the different countries that are implying sanctions on certain catheters or such as the U.S.A. and now we can actually regain this capital or funds and try to recycle them maybe in new projects. And that is also one of the most important things that the new board is focusing in terms to mention.

If I can add a couple of tons on that. I think the -- so as I was listening to some translation on this. So lots of questions on the group strategy. I think the strategy has worked well for a period of time. Obviously, under [ Harlan and then ] Sal for a number of years. The bank is a certain construct. It's a certain portfolio of businesses. As Chairman Naji rightly said, we need to look again at the overall sort of bank portfolio, the markets of operation. Again, the approach has been to try and drive the performance up over time with largely with the portfolio of the bank's match. And I think with the new board and with the way that they're looking at the company, there's the opportunity to think again about the portfolio and shape of the business. I picked up a number of points about the perspective on the revenues, on the costs. Again, the bank is a certain shape and a certain structure, and that lends itself to a certain set of results. Now we've done well. If you go back to the CAD period to now, there's been a very good run of profitability and a good improvement in ROE over that time period, going from actually a very up to a 7% ROE, 6% to 7% ROE, which is not far off the amount that was being targeted with the current strategy. So the question now for the company and the Board is what can come next. If we can maintain this sustainable sort of level of performance now, then again, there's a certain amount that by good management you can achieve on top of that is continuing to rationalize the bank's cost structure. There is continuing to drive returns of improvement on our business that we're doing. There's active management with credit risks, there's operating efficiencies and -- but at the same time, there is still a need to invest. We're in an industry which -- in banking, which continues to need investment, particularly into technology and infrastructure and if you don't invest to that, you'll be left to high. And we see this [indiscernible] a very good example as bank is invested into digital capabilities, and it's a very significant and valuable assets. over the last few years. So you need to keep that investment going. Our investment into our core systems as to our transaction banking capabilities, all good examples where the bank is in a very different competitive position but that does require a certain amount of cost investment as well. And it's important for shareholders to understand that you can't trade off too much the future for the short-term result. There has to be a good balance in the way that's done. So I think there's a good dialogue between the Board, some good questions being asked about the future direction. It's important for the to conclude on the permanent succession to CEO and to make sure the bank's management is stable. This is a time of change for that as well, and that's very much front and center of what the broader management effects. And the last thing I'd say is that, obviously, at the moment, as I mentioned in the presentation, given the current situation, there has to be a degree of patience and understanding that we're managing through a pretty severe crisis. The implications of this are really just in A lot is going to depend on how sort of how it plays out for. And indeed, how that affects sort of business growth credit conditions easy yet to really sort of work through the system. So in the short term, we've got to be extremely vigilant on risk and make sure the bank is well controlled. So I think that's the point that I make on top of an already [indiscernible].

We would like to thank all the stakeholders and no hands were raised. So now we will ask the shareholders to approve the recommendation of the Board of Directors for appropriation of profits the financial year ended at 31st of December 2025 as follows. I believe we were approving the transfer of -- approving the recommendation of the Board of the profits and the transfer of $25.7 million to the legal reserve and the cash payment of dividend or $0.275 for each outstanding share of shares for approximately a total of USD 85.1 million. The come dividend date is 29th March 2026. X dividend date is 30th of more 2026 record date is March 2026, payment date is April 2026. If approved, then we move to discuss and approve the corporate governance report for the year 2025 as per the requirement of the Central Bank of Bank Central Bank of in.

Thank you, Chairman and we are following the international requirements and standards that achieve or provides the transparency Manhattan must have must happen many in wine country what may be my fee. According term according to the discussion of the report mass or to the share in 1 of protein. It's very important to include that -- the corporation is key to disclose important information accurately and clearly to shareholders and relevant through several channels. Concluding the regularly updated website and the issuance of annual [indiscernible] annual and quarterly reports on a profit and financial performance and also in 2025 and as part of the bank's commitment to complying with the latest regulatory standards and best corporate governance practices, the Board of Directors as its meeting held on November 17, 2025, approved amendments to the charter of the Board's Audit Committee. And these amendments formally incorporated the committee's oversight role with regard to environmental, social and governance, the ESG reporting ensuring consistency and integration of the group's governance framework as a result of the amendments, corresponding amendments was made to ABC's Bank Corporate Governance charter, which consolidates the governance charters of the Board's subcommittees within a comprehensive framework. If there are no commentary back on that, then we will move to Item 7, which is to verify remuneration of USD 1,500,000 to the members of the Board of Directors for the year 2025, subject to the approval of the Ministry of Industry and Commerce. And it is present to all of you. No changes were done so far for the ratification of this remuneration. If you have no issue, then we will move to the next item which is the -- absorbed the directors from the liability for the financial year ended at 31st December 25. This is a regular procedure, and we are asking you as the general assembly or the shareholders to provide your approval on that absolving I just have a comment, Mr. Naji, that the association shows that the distribution -- we have no issue and we approve on this distribution for the Board or for others, but just at 1 point to be linked with the first distribution. There is no doubt that this distribution will reach up to 5% and needs to be in line with the association. When it comes to the distribution of profits Yes, Mr. [indiscernible] It says in the association. You don't distribute unless you provide a 5% share to the stakeholders. There is an approval by the Central Bank, et cetera. As we erase we have the approval. But let's say, if we did not receive let's say that it is considered to be a part of -- or in kind shares. So it is correct, but the general SMB with the recommendation from the Board, they look into the matter.

I don't have an issue. I just wanted to inquire about this matter.

Yes. Then we will have this point to be discussed further with the Board. And before the general assembly or the upcoming general meeting, then we will highlight this issue in the teams as it's a recurrent point with the shares of the group. Let's say, if it's 1 million then -- and this will be according to the basic contract, then when we speak about the -- increasing the capital or there is a need to increase the capital of the ABC Group. For example, if there is a need, then there is no issue we support the IT of the distribution of the incline shares, for example. I believe all of these are available. I just -- there are some differences from one item to another or from one point to another. This all refers to the Basel to the capital. So it's all different from saying that it's supporting capital. But as Mr. Abdelkhalig said, that we need to study this further, and then we can present it to the stakeholders. And we might also hold an extraordinary meeting for -- yes, general meeting, for example, before even the specified date. Mr. Ali, you will raise your hand if you have anything to add.

Thank you, Chairman. I just wanted to second what Mr. [indiscernible] said and to explain it further. In Bahrain, we have a very clear now, which is state buying the Ministry of Industry and Commerce, I believe that 188 Article 188 about the distribution for the stakeholders and also the Board of Directors remuneration. And I believe the people we have representatives from the Ministry and second this point. What Mr. [indiscernible] is mentioning that let's say that you have the intention to pay us less than 5%, then you cannot distribute the remuneration unless you have the approval by the ministry or the exception from the Ministry of Industry and Commerce, and I believe you have this exception. So Mr. [indiscernible] would like to have that the distribution without the exception. If you give this grant, then you will reach to the 5% without having no exception from his excellence tinier of industry and commerce. Only this point that I wanted to explain further. Yes, Mr. [indiscernible] down this point, and we will have this in mind. We will look into this matter, yes.

This is just an opinion.

Absolutely. Absolutely, Mr. [indiscernible], even if it's an opinion, it's something could highlight us and provide us with more understanding this meeting was held to hear out the feedbacks and the comments and opinions by all the stakeholders and all members. So all your points are considerable and are respected, and we would look into all these matters with more understanding. One last point is that Mr. [indiscernible] and the ABC team we want more intensive, more intensive meetings for the -- I believe, the reemployment of money or of -- and if we can have a communication with the Central Bank of Bahrain to change this paragraph because I believe that it's very important.

Yes, we will look into the matter of having more meetings to come and linking this with the Libyan entity as a depositor. Mr. Naji on the 21st, we had a meeting with the council of experts and we have addressed this point. So we would like to look at this matter with the opinion also of the Kingdom offering. We need to this matter more intensively to explain it better to the members, yes. And now moving to item 9, subject to the approval of the in the appointment -- the reappointment of Earnest and Young as auditors, the reappointment, yes, of Earnest and Young as auditors and this is considered to be a routine procedures if all the shareholders have the approval, then we will have the Board authorized to reappointment and Item 10, any related party transactions or then you can transfer this to Mr. [indiscernible]

Item #11, any other businesses that under Article 207 of the commercial companies now. We have presented the minutes, and I believe not on added any other businesses. And by doing that, it's none, then the item is it closed? And by that, minutes are find the lines, and I'm very happy to have this the first AGM to be held in my presence, and I was very happy and pleased to look at all this enthusiasm and the interest of all members and all attendees and I would like to extend my sincere thanks and appreciation to each and everyone who manages hold this meeting from the members, the auditors and representatives of -- from the Ministry of Commerce and Industry and everyone who joined us. And next, we will move to the extraordinary general meeting. [Foreign Language] We will move on to the extraordinary gather meeting I believe there is one intervention first.

It's not an intervention, but we wanted to make sure that the quorum is the same as [indiscernible] we are going to go the same quorum I believe I missed out the color as the sale will continue to be the Board of Secretary for this meeting also and then the number or figure is 95.25%. So it's above 95% continue the forum we have achieved the quorum also for the annual extraordinary general meeting and this has been presented to the all the shareholders and to the AGM. I believe to approve the minutes of the past AGM Extraordinary General Meeting of the bank dated 24th of March 2024 and also to ratify and approve the issuances of the ventral additional Tier 1 at. So the second point is to ratify and approve issuance assurances of the perpetual additional Tier 1 capital securities. I think [indiscernible] can actually clarify this issue for shareholders is a -- can he hear us? The second point, is there any clarification there?

Actually, this case or one has been explained in our report and therefore, just wanting to see if we can see that all have allowed us as we mentioned, it is $400 million and I think in July, it was accepted or approved to have [indiscernible] perpetual additional Tier 1 [indiscernible] for 1 million again. It would be an issuance of two tiers with another, I think, $2 million sorry, $200 million. And there will be another ratification of 2,205 issuance of $200 million obviously dollar. And of course, with the Board approval and also -- all the [indiscernible] So okay, 2025 that we mentioned for the new issuance for the second tier, which would be $200 million so this is initially [indiscernible] and that, of course, follows the with CDB rules and policies and the issuance that took place in 2025 and 2027, 2026, both all include $400 million is left to the AGM to make that goal already. It is clear. I mentioned with details, I think, and explanation. So now the numbers of the AGM and the payers system on [indiscernible] question. Of course, we do like to thank the CBB or Central Bank of Bahrain for accepting that part of what was supposed to be part of the evidence became a port to help absorb the issue that have in the current since last year, of course, in different issues. And we see that it's very important for the flexibility and the changes that took place. It was important that this position would be these different issuances that help to cover our -- the bank's responsibilities and of course, we would like to the CBB and all organizations related or relevant entities, government entity that have made methods with easy and a switch for the bank especially when we talk about tech and all the services we are able to vendor under this umbrella. Of course, you know that the market Libya come under one umbrella. You can understand that -- and it is very important for the organization work practices, whether we're talking about the profits or losses or whatever anything, all the basalt course, I'm sure that and also the government and have seen how important and by leading the experience has been when it comes to ABC bank and also [indiscernible], when it is having all these electronic and digital banking for services to the population of buying. And I believe that with this conclude this Extraordinary AGM, our Extraordinary General Meeting the same, of course, government faring with all the entities and also a question the people are in and the leadership. All of this, we want to wish some safety and prosperity and we'd love to see that we meet again in the different AGMs and maybe business [indiscernible] Thank you very much. With this, we conclude the AGM.