International General Insurance Holdings Ltd 6-K, filed Aug 20, 2025

International General Insurance Holdings Ltd. (IGIC)

6-K 2025-08-20 For: 2025-08-20

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Added on April 07, 2026

About this 6-K

International General Insurance Holdings Ltd filed this 6-K on August 20, 2025.

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Name	Votes For	Votes Against	Abstain/Withheld
Wanda Mwaura	35,580,798	0	20,920
Andrew Poole	35,488,940	0	112,778

Votes For		Votes Against		Abstain/Withheld
35,506,967		44,659		50,092

Votes For		Votes Against		Abstain/Withheld
38,982,287		110,448		10,364

Exhibit Number		Exhibit Description
99.1		Amended and Restated Bye-Laws of the Company

	INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

Date: August 20, 2025	By:	/s/ Pervez Rizvi
		Name:	Pervez Rizvi
		Title:	Chief Financial Officer

INTERPRETATION		1
1.	Definitions	1
SHARES		4
2.	Power to Issue Shares	4
3.	Power of the Company to Purchase its Shares	4
4.	Rights Attaching to Shares	4
5.	Calls on Shares	6
6.	Forfeiture of Shares	7
7.	Share Certificates	7
8.	Fractional Shares	8
REGISTRATION OF SHARES		8
9.	Register of Members	8
10.	Registered Holder Absolute Owner	9
11.	Transfer of Registered Shares	9
12.	Transmission of Registered Shares	10
ALTERATION OF SHARE CAPITAL		12
13.	Power to Alter Capital	12
14.	Variation of Rights Attaching to Shares	12
DIVIDENDS AND CAPITALISATION		12
15.	Dividends	12
16.	Power to Set Aside Profits	13
17.	Method of Payment	13
18.	Capitalisation	13
MEETINGS OF MEMBERS		14
19.	Annual General Meetings	14
20.	Special General Meetings	14
21.	Requisitioned General Meetings	14
22.	Notice	14

23.	Giving Notice and Access	15
24.	Postponement or cancellation of General Meeting	15
25.	Electronic Participation and Security in Meetings	16
26.	Quorum at General Meetings	16
27.	Chairman to Preside at General Meetings	16
28.	Voting on Resolutions	17
29.	Power to Demand a Vote on a Poll	17
30.	Voting by Joint Holders of Shares	18
31.	Instrument of Proxy	18
32.	Representation of Corporate Member	19
33.	Adjournment of General Meeting	19
34.	Written Resolutions	20
35.	Directors Attendance at General Meetings	20
DIRECTORS AND OFFICERS		21
36.	Appointment and Election of Directors	21
37.	Number of Directors	23
38.	Classes of Directors	23
39.	Term of Office of Directors	23
40.	Alternate Directors	23
41.	Removal of Directors	24
42.	Vacancy in the Office of Director	24
43.	Remuneration of Directors	25
44.	Defect in Appointment	25
45.	Directors to Manage Business	25
46.	Powers of the Board of Directors	25
47.	Register of Directors and Officers	27
48.	Appointment of Officers	27
49.	Appointment of Secretary	27
50.	Duties of Officers	27
51.	Remuneration of Officers	27
52.	Conflicts of Interest	27

53.	Indemnification and Exculpation of Directors and Officers	28
MEETINGS OF THE BOARD OF DIRECTORS		29
54.	Board Meetings	29
55.	Notice of Board Meetings	29
56.	Electronic Participation in Meetings	29
57.	Corporate Directors	29
58.	Quorum at Board Meetings	29
59.	Board to Continue in the Event of Vacancy	29
60.	Chairman to Preside	30
61.	Written Resolutions	30
62.	Validity of Prior Acts of the Board	30
CORPORATE RECORDS		30
63.	Minutes	30
64.	Place Where Corporate Records Kept	30
65.	Form and Use of Seal	30
ACCOUNTS		31
66.	Records of Account	31
67.	Financial Year End	31
AUDITS		31
68.	Annual Audit	31
69.	Appointment of Auditor	31
70.	Remuneration of Auditor	31
71.	Duties of Auditor	32
72.	Access to Records	32
74.	Vacancy in the Office of Auditor	32
BUSINESS COMBINATIONS		33
75.	Business Combinations	33
VOLUNTARY WINDING-UP AND DISSOLUTION		38
76.	Winding-Up	38
CHANGES TO CONSTITUTION		38
77.	Changes to Bye-laws	38
78.	Changes to Memorandum of Association	38
79.	Discontinuance	38
80.	Exclusive Jurisdiction	38

	“Act”		the Companies Act 1981;

	“Affiliate”		of any person means any other person controlling or controlled by or under common control of such person. As used in this definition, “control” shall mean, with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by control or otherwise) of such person;

	“Alternate Director”		an alternate director appointed in accordance with these Bye-laws;

	“Auditor”		includes an individual, company or partnership;

	“Board”		the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;

	“Business Combination”		has the meaning given to it in Bye-law 75.1(c)(iii);

	“Common Shares”		has the meaning given to it in Bye-law 4.1;

	“Company”		the company for which these Bye-laws are approved and confirmed;

	“Director”		a director of the Company and shall include an Alternate Director;

	“DTC”		the Depository Trust Company;

	“Eligible Member”		any Member holding not less than 5% of the issued and outstanding share capital of the Company who has held such amount for at least three years following the date of adoption of these Bye-laws;

	“Family”		members of Mr. Wasef Jabsheh’s immediate family and/or natural lineal descendants of Mr. Wasef Jabsheh or a trust or other similar entity established for the exclusive benefit of Mr. Wasef Jabsheh and/or his immediate family and natural lineal descendants;

	“Interested Shareholder”		has the meaning given to it in Bye-law 75.1(c)(v);

	“Jabsheh”		Mr. Wasef Jabsheh, or if he dies or becomes incapacitated, W. Jabsheh Investment Company Ltd., a company incorporated under the laws of the British Virgin Islands;

	“Jabsheh Director”		has the meaning given to it in Bye-law 36.1;

	“Member”		the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

	“notice”		written notice as further provided in these Bye-laws unless otherwise specifically stated;

	“Officer”		any person appointed by the Board to hold an office in the Company;

	“Preference Shares”		has the meaning given to it in Bye-law 4.1;

	“Register of Directors and Officers”		the register of directors and officers referred to in these Bye-laws;

	“Register of Members”		the register of members referred to in these Bye-laws;

	“Resident Representative” “SEC”		any person appointed to act as resident representative and includes any deputy or assistant resident representative; the United States Securities and Exchange Commission;

	“Secretary”		the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

	“Specified Matters”		the actions set out in Bye-law 46.2(i) through (vi);

	“Substantially All”		more than 50%; and

	“Treasury Share”		a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

1.2.	In these Bye-laws, where not inconsistent with the context:

	(a)	words denoting the plural number include the singular number and vice versa;

	(b)	words denoting the masculine gender include the feminine and neuter genders;

	(c)	words importing persons include companies, associations or bodies of persons whether corporate or not;

	(d)	the words:-

	(i)	“may” shall be construed as permissive; and

	(ii)	“shall” shall be construed as imperative;

	(e)	a reference to a statutory provision shall be deemed to include any amendment or re-enactment thereof;

	(f)	the phrase “issued and outstanding” in relation to shares, means shares in issue other than Treasury Shares;

	(g)	the word “corporation” means a corporation whether or not a company within the meaning of the Act; and

	(h)	unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3.	In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

2.1.	Subject to Bye-law 46.2 and these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

2.2.	Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

3.1.	The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

3.2.	The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

4.1.	At the date these Bye-laws are adopted, the share capital of the Company is divided into two classes: (i) 750,000,000 common shares of par value US$0.01 each (the “Common Shares”) and (ii) 100,000,000 preference shares of par value US$0.01 each (the “Preference Shares”).

4.2.	The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to any Preference Shares):

	(b)	be entitled to such dividends and other distributions as the Board may from time to time declare;

	(c)	in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

	(a)	the number of shares constituting that series and the distinctive designation of that series;

	(b)	the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;

	(c)	whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;

	(d)	whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;

	(e)	whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;

	(f)	whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund;

	(g)	the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;

	(h)	the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series;