ProvisionSenior Human Resources Asset & Liability Management Strategy Review Management Credit Country Risk Risk Management

BOARD COMMITTEES

MANAGEMENT COMMITTEES

Retail Banking

Corporate Banking

Treasury, Investment & Institutional Banking

Overseas Banking

Remedial Management

Retail Banking

Corporate Banking

Treasury, Investment & Institutional Banking

Overseas Banking

Remedial Management

Financial Planning & Control

Risk & Credit Management

Business Development

Project Management

Internal Audit

Operations

Human Resources & Administration

Information Technology

Anti Money Laundering& Compliance

Operations

Human Resources & Administration

Information Technology

Anti Money Laundering& Compliance

Board Secretariat

RiskExecutiveAudit Nomination, Remuneration& Corporate Governance

CrediMax Invita

Chief Executive

Board of Directors

SUBSIDIARIESBUSINESS GROUP SUPPORT GROUP

Organisation information

Organisation Structure

1 International branches in Kuwait and India – including the Non Resident Indian (NRI) Department in Bahrain – and the Representative Office in Dubai report to Overseas Banking.

2 Transactional Banking has partially merged into Operations and Corporate Banking.

3 Capinnova Investment Bank has been absorbed as of 30 September 2013 and its business shifted to Corporate Banking.

4 The Assistant General Manage of Risk & Credit Management is a permanent attendee in Board Risk Committee meetings, and also participates in Board meetings whenever risk issues are discussed.

5 Remedial Management has been created as a centralised department to oversee remedial activities of corporate, SMEs and retail customers.

6 Business Development is a new department that focuses on innovation, identifies new business opportunities and oversees the expansion plans of the BBK Group.

7 Anti-Money Laundering & Compliance reports to the General Manager of Support Group and has full access to the Board’s Audit committee. The Head of Anti-Money Laundering & Compliance presents quarterly reports that are discussed in the Audit committee.

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Remuneration PolicyBBK employee remuneration framework aims at providing an economically competitive level of compensation to attract and retain talented employees. In its endeavour to achieve this, the Bank maintains the level of overall compensation at the upper quarter percentile line of the Bahrain banking industry with specific reference to the premier commercial banks. The Bank’s reward policy is meritocracy based system, linking reward to performance through a performance management system that recognises the value of each job in the organisation and focuses on creating a performance driven culture.

Executive Management remuneration

Fixed and Variable Pay

The total remuneration of the Executive Management team in 2013 was BD 4,661,942. This amount, paid in March 2013, includes the guaranteed cash components such as the basic salary, fixed bonus allowances and the variable performance reward related to 2012.

Employee Performance Share Plan (EPSP) Awards

The total non-vested outstanding shares granted under the EPSP to the active participants as at end of 2013 was 5,386,587 shares, out of which 3,499,298 shares were allocated to the Executive Management team. The vesting of the awarded shares will be subject to satisfactorily achieving the target performance conditions.

Subsidiaries Board remuneration

Members of Executive Management who represent the Bank as directors on the boards of wholly owned subsidiaries and / or associate companies of BBK, received a total amount of BD 231,578 as remuneration and sitting fees for their contribution in the respective subsidiary and / or associate company in 2012.

Long Term Incentive Plans

The BBK Long Term Incentive Plans are share-based reward schemes, under which the Bank allocates certain numbers of shares every year to Executive Management employees based on performance, potential, and job criticality level. The grant price is determined according to the share price at the closing of the market on the fourteenth day after the Annual General Meeting. There are two forms of the Employee Long Term Incentive Plans:

1. Employee Stock Options Plan

This plan was introduced in 1999 and options were granted on a yearly basis until 2009. The plan will end once all options granted till 2009 expire or vest.

2. Employee Performance Shares Plan

The scheme was introduced effective 2010. The plan operates on a yearly basis of shares being allocated and held in a trust in the name of the individual employee over the vesting period. Following the assessment of the performance of the Bank against the target performance conditions stipulated for the period, the ownership of the vested shares is transferred to the individual employee.

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Management CommitteesManagement Committees are chaired by the Chief Executive. Committee members are heads of the relevant divisions appointed by the Committee Chairman.

Committee Summary terms of reference, roles and responsibilities: Frequency of meetings:

Senior Human Resources

Establishes policies and guidelines for the overall management of the statement of financial position and its associated risks.

Once every other month

Asset & Liability Management

Establishes policies and guidelines for the overall management of the statement of financial position and its associated risks. At least once a month.

Strategy Review Reviews and monitors progress on strategic initiatives. Twice a year.

Management Credit

Approves credit and investment proposals above a certain limit. Also reviews and recommends any proposal requiring Executive Committee or Board approval.

Once a week.

Country Risk Reviews country reports/ratings/strategies of the identified countries and presents recommendations for undertaking exposures to the Board for their approval.

Once a month.

Risk Management Identifies, measures, monitors and controls risk by establishing risk policies and procedures.

Once every other month.

Provision Reviews and establishes provisioning requirements for loans, advances and investments.

Once every quarter.

Executive Management interestsThe number of shares held by members of the Executive Management team as of 31 December 2013 was as follows:

Name Type of shares 31 Dec 2013 31 Dec 2012

Abdulkarim Ahmed Bucheery Ordinary 185,622 -

Reyadh Yousif Sater Ordinary 123,748 -

Jamal Mohamed Hijris Ordinary 293 267

Abdulrahman Ali Saif Ordinary 53,211 -

Hassaan Mohammed Burshaid Ordinary 59,811 -

Abdul Hussain Bustani Ordinary 54,783 -

Mohammed Abdulla Isa Ordinary 7,384 -

Rashad Ahmed Akbari Ordinary 31,903 -

Jamal Mohamed Al Sabbagh Ordinary 45,820 6,208

Amit Kumar Ordinary 42,943 -

Executive Management trading of Bank’s shares during the year 2013

NameTrading throughBahrain Bourse Date of trading

Mohammed Ali MalikSold (79,918) shares 15 Jul 2013

Sold (10,829) shares 19 Sep 2013

Mohammed Abdulla Isa Sold (54,490) shares 05 Aug 2013

Nadeem A. Aziz KoohejiSold (23,613) shares 02 Jul 2013

Sold (3,199) shares 15 Sep 2013

C.K. Jaidev Sold (32,251) shares 10 Oct 2013

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Organisation information continued

Bahrain

Headquarters43 Government Avenue P.O. Box 597 Manama Kingdom of Bahrain

+973 17 22 33 88

+973 17 22 98 22

www.bbkonline.com

BBKUBHBM

KuwaitAhmed Al Jaber Avenue P.O. Box 24396 13104 Safat State of Kuwait

+965 2223 3600

+965 2244 0937

Dubai

Representative OfficeCreek Tower Office No. 18A P.O. Box 31115 Dubai United Arab Emirates

+971 4 221 0560 +971 4 223 7156

+971 4 221 0260

IndiaMumbaiP.O. Box 11692 Jolly Maker Chambers II 225 Nariman Point Mumbai 400021 Republic of India

+91 222 2815 673 +91 222 2828 353

+91 222 2841 416

Hyderabad6-3-550, L.B. Bhavan Akashganga Somajiguda Hyderabad 500482 Republic of India

+91 402 3398 219 +91 402 3398 214

+91 402 3375 977 +91 402 3398 218

AluvaGround Floor Hotel Sunny’s Building No. 19/1, No. 26 & 81 NH 47 Bypass Junction Aluva 683101 Republic of India

+91 484 4037 433 +91 484 4037 434

+91 484 4037 435

Major BBK shareholdings as of 31 December 2013Number of shares

Name / EntityNationality /

Head Quarters Legal statusOwnership

date %31 Dec 2012

Previous31 Dec 2013

Current

The company's ownership in other companies listed on the Bahrain Bourse (5% and above)

Bahrain Kuwait Insurance (BKIC) Bahrain B.S.C. (c) 2006 6.82% 4,879,836 4,879,836

Securities Investment Company Bahrain B.S.C. (c) 2006 9.65% 41,250,000 41,250,000

Bahrain Commercial Facilities Company Bahrain B.S.C. (c) 1994 23.00% 37,618,691 37,618,691

Major shareholders of the company’s outstanding shares (5% and above)

Ithmaar Bank Bahrain B.S.C. 2008 25.38% 215,946,187 237,656,304

Pension Fund Commission (PFA) Bahrain Governmental Institution 1986 18.78% 159,933,766 175,910,143

Kuwait Investment Authority Kuwait Investment Company 1990 18.70% 159,173,547 175,090,900

Social Insurance Organisation (SIO) Bahrain Governmental Institution 1986 13.34% 113,573,255 124,930,581

The Bank’s holdings in other companies (Quoted / unquoted in / out Kingdom of Bahrain) (10% and above)

CrediMax Bahrain B.S.C. (c) 1999 100.00% 5,000,000 10,000,000

Invita Bahrain B.S.C. (c) 2006 100.00% 1,000,000 1,000,000

Global Payment Services (1) Bahrain W.L.L. 2005 55.00% 10,000 10,000

Sakana Holistic Housing Solutions Bahrain B.S.C. (c) 2006 50.00% 10,000,000 10,000,000

Capinnova Investment Bank (2) Bahrain B.S.C. (c) 1999 100.00% 125,000,000 -

The Benefit Company Bahrain B.S.C. (c) 1997 22.00% 3,960 4,752

EBLA Computer Consultancy Kuwait K.S.C. (c) 2010 36.36% 13,333,334 13,333,334

Naseej Company Bahrain B.S.C. 2009 15.15% 163,636,370 163,636,370

Alosra Bank Bahrain B.S.C. (c) 2009 10.00% 5,000,000 5,000,000

Diyaar Al Harameen Al Ola Limited Cayman Islands W.L.L. 2011 35.00% 16,450,000 16,450,000

Saudi MAIS Company for Medical Products Saudi Arabia W.L.L. 2011 24.00% 8,280 8,280

BBK Geojit Securities Kuwait K.S.C. 2012 40.00% 2,000,000 2,000,000

(1) Shareholding through CrediMax.

(2) Due to closure of Capinnova Investment Bank, the business, assets and liabilities were transferred to BBK on 30 September 2013.

BBK offices and international branches

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Organisation information continued