Alawwal bank Invites its Shareholders to Attend the Extraordinary General Assembly Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Alawwal bank (the "Bank") is pleased to invite the shareholders of the Bank (the "Shareholders") to attend the Extraordinary General Assembly Meeting ("EGM") to be held on 10/09/1440H (in accordance with Umm Al
Qura calendar) (corresponding to 15/05/2019G) at 9:30 pm |
| City and Location of the General Meeting | Alawwal Bank AlWaha Building, AlHassan Bin Ali Street in Riyadh |
| Hyperlink of the meeting location | https://goo.gl/maps/h2pB6JKScix |
| Date of the General Meeting | 2019-05-15 Corresponding to 1440-09-10 |
| Time of the General Meeting | 21:30 |
| shareholding Eligibility to attend general assembly meeting | As per the rules and regulations, any shareholder registered in the Bank’s share registry at the Depository Center as of the end of trading on the EGM day, has the right to attend the EGM. Noting that the right to attend the EGM ends at the start of the meeting, and the right to vote ends once the voting sorts has concluded.
Furthermore, according to Article 191(4) of the Companies Law, a shareholder that holds shares in both SABB and Alawwal bank is only entitled to vote on resolutions relating to the Merger in the EGM of one of the companies. If a shareholders votes on the resolutions related to the Merger in the EGM of both SABB and Alawwal, then his vote will only be counted in one of the EGMs. |
| Quorum as percentage of shareholding | As per Article (39) of Alawwal bank Bylaws, the EGM shall be valid only if attended by shareholders representing at least two thirds the Share Capital. In case of non-completion of the Quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by shareholders representing at least one quarter of the Share Capital |
| General Meeting Agenda | 1. to vote on the execution by the Bank of the following agreements (noting that executing these agreements is one of the conditions to the completion of the proposed merger):
a. the termination and settlement agreement between the Bank and Natwest Markets N.V.
b. the three successor settlement agreements between the Bank, Natwest Markets N.V. and each of Natwest Markets plc and The Royal Bank of Scotland Group plc, Stichting Administratiekantoor Beheer Financiële Instellingen and Banco Santander, S.A.
as set out in the circular which the Board of Alawwal bank intends to issue at a later date in accordance with regulatory requirements.
2. to vote on the approval of the offer by The Saudi British Bank ("SABB") in connection with the proposed merger (the "Merger") of the Bank and SABB to be effected by way of a merger pursuant to Articles 190 to 193 of the Companies Law issued under Royal Decree No. M3 dated 28/1/1437H (corresponding 10/11/2015G), as amended (the "Law") through the issuance of 0.48535396 new SABB shares for every share in the Bank which will result in the dissolution of Alawwal bank, subject to the relevant regulatory requirements and the terms and conditions of the merger agreement between the Bank and SABB dated 3 October 2018G (the "Merger Agreement"), including the approval of the following matters relating to the Merger:
a. The ratification of the entry into the Merger Agreement on 3 October 2018
b. The authorisation of the Board of Directors, or any person so authorised by the Board of Directors, to adopt any resolution or |
| proxy details form |  |
| E-Vote | The shareholders who are registered in Tadawulaty can remotely vote on the items of EGM starting at 10:00 AM on Sunday 7 Ramadan 1440H corresponding to 12 May 2019G, and continue until 4:00 PM on the day of the Meeting on Wednesday 10 Ramadan 1440H corresponding to 15 May 2019G. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa) |
| Additional Information | - It should be noted that the above EGM items are part of the Merger conditions,, noting that the Merger is also subject to other conditions. The Merger will become effective after satisfying all of the Merger conditions. The new shares will be allocated to Alawwal bank Shareholders who are registered in the shareholders’ register of Alawwal bank at the end of the second trading period following the Effective Date.
For further information about the Merger and its terms and conditions as well as other matters related to it including related parties, the procedures for completing the Merger, the shareholders should refer to the Offer Document issued by SABB and the Alawwal bank Board Circular issued by the board of Alawwal bank which they intend to publish at a later date in accordance with regulatory requirements. The Board of Directors of the Bank emphasizes the importance for all shareholders to read the Offer Document and Board Circular in full and to consider it carefully prior to making a decision on the resolutions set out above.
A shareholder may delegate another person on his behalf to attend the ExtraOrdinary General Meeting and vote on the proposed decisions by means of a proxy (as per the enclosed form), providing that the delegated shall not be a member of the Board or a staff, and noting that the proxy shall be authenticated by one of the following entities: Chamber of Commerce and Industry, if the shareholder is an affiliate of one of them, or if the shareholder is a legal company or institution, one of the licensed banks, or the authorized individuals in the Kingdom, providing that the company or institution shall hold an account with the bank, or the authorized individual to perform the validation, the notaries, or the individuals authorized to perform the acts of authentication A shareholder or his delegate shall provide the bank with a copy of the proxy at least two days prior the date of the meeting and the delegated member must present the original copy of the proxy. Shareholders/ delegated members shall bring with them their identity cards.
Copy of the proxy must be sent to Fax no. 0114031104 or to Alawwal bank's head office located at Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh, P.O. Box 1467 Riyadh. Head Office.
- Shareholders are kindly requested to come well in advance before the beginning of the meeting to register for attendance.
- For inquiries please contact the Shareholders Affairs Department during official working hours on telephone no. 4067888 - 4010288 ext. 1542 - 1361.
Regards Chairman of Board of Director |
| Attached Documents | |
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