SHAREHOLDERS’ RIGHTS

Rule VIII: Respect the Rights of Shareholders

Summary of shareholders’ meetings during the last three years

Protection of Shareholders’ Rights

The Company is committed to ensuring that all shareholders exercise their rights fairly. In addition, the Company is committed to protecting shareholders’ assets from any misuse by the Company’s Board of Directors, executive management or key shareholders. The Company treats all shareholders of the same class equally and without any discrimination, in line with the Company’s interests, and in accordance with the laws and regulations. The Company is committed to providing the following rights to the shareholders:

• Record the value of ownership in the register of shareholders with Kuwait Clearing Company (KCC).
• Disposal of shares through registration of ownership and / or transferring.
• Receipt of cash and share dividends.
• Acquiring a share of the Company’s assets in case of liquidation (after payment of all debts of the Company).
• Obtaining data and information about the Company’s business and its operational and investment strategy on a regular basis.
• Participation in meetings of the General Assembly of shareholders and vote on its decisions.
• Election of Board members.
• Monitoring the performance of the Company in general and the work of the Board of Directors in particular.
• Accountability of Board Members or executive management, if they fail to perform the tasks assigned to them.

Shareholders also receive information and data in accordance with the laws. Shareholders are entitled to access the information contained in the Company’s disclosure records.

Shareholders’ Register at the Kuwait Clearing Company (KCC)

In April 2004, Zain signed an agreement with the Kuwait Clearing Company (KCC) to maintain a record of its shareholders with the KCC. Accordingly, the KCC provides the following:

• Create an index for all shareholders, which includes the names, trading numbers, number of shares and nationalities.
• Update the data according to all trading activities on Boursa Kuwait.
• Perform all procedures for transfer of ownership in addition to buy/sell transactions after obtaining all the required approvals from the regulatory authorities.
• Track procedures for lost/damaged certificates and the related issuance of new ones.
• Distribute cash dividends and stock splits.
• Provide the company with shareholders’ balance reports on a daily/monthly basis.
• Provide the company with the profit’s reports on a daily/ monthly basis.
• Provide the company with unclaimed dividend reports on a monthly basis.
• Distribute outstanding share certificates, issue new shares for heirs, and register them.
• Record mortgage transactions on company’s shares.
• Prepare AGM invitations in coordination with the company.
• Allow shareholders to obtain the company’s information or documents in compliance with laws and regulations.

Shareholders’ voting and participation at the AGM

The Company encourages all shareholders to participate in the Annual General Meetings (AGM) and to vote on all resolutions adopted by the Assembly, including the selection of the members of the Board of Directors. Any class of shareholders is entitled to attend the meetings of the General Assembly without paying any fees for their attendance.

The Board of Directors invites all shareholders to the AGM, in accordance with the laws and regulations. When organizing the general meetings of the shareholders, the Company includes the agenda and the date and place of the meeting in the invitation. The company provides all information related to the agenda items well in advance of the General Assembly, in particular the reports of the Board, the external auditor and the financial statements.

The Company encourages shareholders to actively participate in the General Assembly, discuss the issues on the agenda and related inquiries, and ask questions thereon to the members of the Board and the external auditor. The Board or the external auditor shall answer the questions to the extent that they do not jeopardize the interests of the Company.

Shareholders are provided with access to all the data contained in the disclosure register of the members of the Board and the members of the executive management without any fees. Shareholders are also entitled to access the minutes of the AGMs.