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Boubyan Petrochemical Co. KSC

Ticker: BPCC

Meeting date: 21/12/2022

Meeting type: Extraordinary Shareh

Proposal Mgt rec Vote
Management proposals
1 Proposal Ratify Merger Contract by Way of Amalgamation with Educational Holding Group Co K.S.C.P. Along with All Appendices Upon Obtaining Authorities Approvals Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
2 Proposal Approve Merger Between Boubyan Petrochemical Co K.S.C.P as the Merging Entity by Way of Amalgamation with Educational Holding Group Co K.S.C.P. as the Merged Entity Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
3 Proposal Approve Continuation of Trading of Company's Shares in the Boursa Kuwait after the Merger, Publishing the Merger in the Boursa Website, Official Gazette and Annotation in Commercial Registry Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
4 Proposal Approve Reduction in Issued and Paid Up Share Capital by Cancelling Part of the Treasury Shares Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
5 Proposal Amend Article 6 of Memorandum of Association and Article 5 of Articles of Association to Reflect Changes in Capital Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
6 Proposal Approve Increase in Issued and Paid Up Capital by Way of a Private Placement to be Allocated to Shareholders of Educational Holding Group Co K.S.C.P. and Authorized Board to Ratify and Execute Approved Resolution Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against
7 Proposal Amend Article 6 of Memorandum of Association and Article 5 of Articles of Association to Reflect Changes in Capital Vote rationale: Mergers, acquisitions and other corporate transactions should maximise shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated equitably, and whether there are any unnecessary conflicts of interest. Global Voting Guidelines Mgt rec For Vote Against

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