Esterad Investment BSC : AGM EGM Proxy - 08 Mar 2022 - English

Proxy

I ___________________________________________________________ the undersigned as a shareholder of

Esterad Investment Company (B.S.C.) (CR: 1545-1), authorize __________________________________________

to attend and vote on my behalf at the Annual General Meeting (AGM) and Extraordinary General Meeting (EGM)

of 2021 that will be held on Wednesday 30th March 2022 at 12:00PM via (ZOOM), Video-Conferencing. Steps to

be taken by shareholders to enter the meeting with ease whilst maintaining confidentiality, as per the following:

1. Sending a request to attend the AGM with a clear copy of the identity card or passport copy of the shareholder or his representative along with the proxy card to the e-mail:[e-mail] order to verify the identity and description of the attendee at least 24 hours before the date of the AGM subject to providing the email and the contact number to those who wish to attend.
2. After receiving all the required documents and information, those who wish to attend will be provided with the link of the visual communication system (ZOOM) prior to the date of the AGM, allowing the attendee to install the program, whether on a mobile phone or a computer, and the activation of audio and video features are required.

In the event that the quorum is not met, the second meeting will be held on Wednesday 6th April 2022. In the event the quorum of the second meeting is not met, the third meeting will be held on Wednesday 13th April 2022 at the same time and through the same arrangements mentioned above.

The following AGM Agenda:

1. To read and approve the minutes of the previous AGM meeting dated 17th March 2021.
2. To review and approve of the Board of Directors' Report for the year ending 31st December 2021.
3. To listen to the external auditor's report regarding the Company's financial status for the year ending 31st December 2021.
4. To review and approve the audited financial statements for the year ending 31st December 2021.
5. To review and approve of the Board's recommendation of the following appropriations for the year 2021:
6. 1. Transferring BD 11,659 to the statutory reserve account
   2. Distribution of cash dividends to shareholders of 6 fils per share of BD 836,941 for the financial year ending 31st December 2021, as below.

Event	Date
Cum-Dividend Date	31st March 2022
(Last day of trading with entitlement to dividends)
Ex-Dividend Date	3rd April 2022
(First day of trading without entitlement to dividends)
Record Date	4th April 2022
(The day on which all shareholders whose names are on the
share register will be entitled to dividends)
Payment Dates	18th April 2022
(The day on which the dividends will be paid to the entitled
shareholders)

C. Transfer to Retained Earnings BD 858,621.

1. Allocation of BD 24,000 as Board of Directors' remuneration, subject to the approval of the Ministry of
   Industry, Commerce and Tourism.
2. To discuss and approve the Board of Directors' Corporate Governance Report for the year ending 31st December 2021; and comply with the requirements of the Ministry of Industry, Commerce and Tourism and the Central Bank of Bahrain.
3. To notify and approve the related party transactions carried out during the financial year ending 31st December 2021 as stated in note# 19 of the financial statements in line with Article 189 of the Commercial Companies Law.
4. To relieve the Board of Directors of any liability regarding the decisions they have taken during the year ending 31st December 2021.
5. The appointment or reappointment of external auditors for 2022 and authorizing the Board of Directors to decide their fees.
6. Any other business in accordance with Article 207 of the Commercial Companies Law.

Agenda of the Extraordinary General Meeting:

1. To ratify the previous minutes of the Extraordinary General Meeting held on 21st March 2018.
2. To approve the following resolutions in relation to the strategic acquisition of Venture Capital Bank BSC
3. 1. (the "VCB") based on the Board Circular to be provided by the Board to the shareholders and in accordance with article (17) of the Commercial Companies Law:

1. 1. Issue up to 9,300,000 new ordinary shares of the Company, at a price of BHD 0.245 each, to shareholders of "VCB", or any other entity as may be agreed upon with VCB. in exchange for their residual shareholding in VCB, in order to acquire up to 100% interest in VCB, subject to the approval of the Central Bank of Bahrain (CBB), Ministry of Industry, Commerce & Tourism (MOICT) and VCB shareholders approving the proposed transaction in their EGM. Such issuance of new ordinary shares of the Company will dilute existing shareholders by 6.2291%.
   2. To waive the pre-emptive rights of the shareholders to subscribe for the new shares in accordance with Article (128) of the Commercial Companies Law.
   3. To authorize the Board of Directors to negotiate and finalize the terms of the approved transactions, including amendment to price and terms of acquisition, and do and take all necessary actions and steps to give effect and execute the approved transactions and resolutions passed in the Meetings on behalf of the Company, including, but not limited to, sign the share sale and purchase agreements, business transfer agreements, sale contracts, share transfer contracts, undertakings, assignments, and all the required transaction documentation, as well as represent the Company before all governmental and non- governmental authorities, including, but not limited to, the CBB, the Ministry of Industry, Commerce and Tourism, Bahrain Bourse and public and private notaries, and to delegate all or any of its powers thereof.
2. To adopt the amended and restated Memorandum of Association and Articles of Association of the Company after incorporating the changes of the issuance of additional shares, as resolved in point No.# (2).
3. Approval of the amendment of the Memorandum of Association and Articles of Association of the Company to comply with the requirements of Law No. 28 for the year 2020, regarding the amendments of some provisions of the Commercial Companies Law promulgated by Decree-Law No. 21 of 2001, and the requirements of Resolution No. 3 of 2022 regarding the amendment of some provisions of the executive regulations of the Commercial Companies Law promulgated by Decree-Law No. 21 of 2001 issued by Resolution No.6 of 2002, by redrafting the Memorandum of Association and Articles of Association to include all these amendments, and in accordance with the requirements of the regulatory authorities, and according to the detailed amendments attached.
4. To authorize the Chairman of the Board of Directors or whomsoever he appoints on behalf of the Company to individually carry out the necessary formalities and sign the amended and restated Memorandum of Association and Articles of Association of the Company before the Notary Public and submit the relevant documents to the concerned authorities.

Shareholder Name:

Number of Shares:

Shareholder No.:		Signature:
Date:	/	/ 2022

Notes:

1. Video-Conferencing.Steps to be taken by shareholders to enter the meeting with ease whilst maintaining confidentiality, as per the following:
2. 1. Sending a request to attend the AGM with a clear copy of the identity card or passport copy of the shareholder or his representative along with the proxy card to the e-mail:[e-mail] order to verify the identity and description of the attendee at least 24 hours before the date of the AGM subject to providing the email and the contact number to those who wish to attend.
   2. After receiving all the required documents and information, those who wish to attend will be provided with the link of the visual communication system (ZOOM) prior to the date of the AGM, allowing the attendee to install the program, whether on a mobile phone or a computer, and the activation of audio and video features are required.
3. You can obtain the financial statements for the fiscal year ending on 31st December 2021 and a copy of the proxy card through the Company's website www.esterad.net, as well as on the Bahrain Bourse website.
4. Send an e-mail request with the subject line "Esterad Investment Company B.S.C. (ESTERAD) - AGM" quoting your Investor
   Number/Shareholder Number which must include a clear copy of a valid passport or a valid identity card of the shareholder or the person representing them as proxy by email to [e-mail] least 24 hours prior to the scheduled time of the AGM. Please also include the contact number and e-mail ID of the person attending the online session.
5. The proxy must be deposited 24 hours before the date of the meeting, to KFin Technologies (Bahrain) W.L.L. in the Kingdom of Bahrain (Office No.74, 7th Floor - Zamil Tower - Manama) and the proxy card can be received by hand, mail [e-mail] fax [phone]. Please note that proxies submitted after the deadline are not valid for the purpose of the meeting.
6. Any shareholder whose name is registered in the shareholders' register of the Company on the date of the meeting has the right to attend in person or to authorize in writing any person on his behalf to attend the meeting and cote on his behalf, considering that this agent is other than the chairman and members of the board of directors or employees of the Company.
7. In the event that the shareholder is a Company, the agent attending the meeting must present an authorization letter form the shareholder, and the authorization must be in writing and issued by the person who is authorized to the Company and stamped with the Company's seal and submitted before the deadline for depositing the proxy.
8. For further inquiries, please feel free to contact us at: [phone].