Alawwal bank Announces the Results of the Extraordinary General Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | Alawwal bank Announces the Results of Its Extraordinary General Assembly Meeting (first meeting) |
| City and Location of the General Meeting | Alawwal bank AlWaha Building, AlHassan Bin Ali Street in Riyadh |
| Date of the General Meeting | 2019-05-15 Corresponding to 1440-09-10 |
| Time of the General Meeting | 21:30 |
| Percentage of Attending Shareholders | 77.2 % |
| Voting Results on the Agenda | 1. Approve 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 issued by the board of Alawwal bank.
2. Accept 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 Regulations 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 take any action as may be necessary to implement any of the above resolutions. |
| Additional Information | The following members of the board of directors attended the meeting:
1- Eng. Mubarak Abdullah Al-Khafrah (Chairman of the Board and Executive Committee Chairman)
2- Mrs. Lubna Sulaiman Al-Olayan (Vice-Chairperson of the Board)
3- Mr. Abdulhadi Ali Shayif (Board member and Nomination and Remuneration Committee Chairman)
4- Mr. Frank Vermuelen (Board member)
5- Mr. Soren Nikolajsen (Board member and Managing Director)
While the following directors excused themselves from attending:
1- Mr. Sulaiman Abdullah Al-Kadi (Board member and Audit Committee Chairman)
2- Mr. Ahmed Farid Al-Aulaqi (Board member and Board Risk Committee Chairman)
3- Mr. Martin Powell (Board member)
4- Mr. Javier Maldonado (Board member)
For further information about 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. |
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