SABB ANNOUNCES THE RESULTS OF ITS EXTRAORDINARY GENERAL MEETING WHICH INCLUDED APPROVAL OF ITS CAPITAL INCREASE (FIRST MEETING)
| Element List | Explanation |
|---|---|
| Introduction | SABB announces the results of its extraordinary general meeting which included approval of its capital increase (first meeting)
the following members of the board of directors attended the meeting:
1. Mr. Khaled Suliman Olayan (Chairman) 2. Mr. Khalid Abdullah Al Molhem (Vice Chairman and Chairman of Audit Committee) 3. Mr. Mohammed Omran Al Omran (Chairman of Nomination and Remuneration Committee) 4. Mr. Suliman Abdulqader Al Muhaideb 5. Mr. Saad Abdulmohsen Al Fadly (Chairman of Board Risk Committee) 6. Mr. David Dew (Managing Director and Chairman of Executive Committee) 7. Mr. Stephen Moss
While the following directors excused themselves from attending:
1. Mr. Samir Assaf 2. Mr. Georges Elhedery |
| City and Location of the Extraordinary General Meeting | Head Office, located at Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh |
| Date of the Extraordinary General Meeting | 2019-05-15 Corresponding to 1440-09-10 |
| time of the Extraordinary General Meeting | 21:00 |
| Percentage of Attending Shareholders | 78.5 % |
| Voting Results on the Agenda | 1. Approve the proposed amendments to the technical services agreement between SABB and HSBC Holdings plc, originally dated 30 September 1987 (as amended from time to time), as set out in the Shareholders circular published on 20/08/1440H (corresponding to 25/04/2019G) (the “Shareholders Circular”).
2. Approve the amendments to SABB’s bylaws in the form set out in attachment (1) to this announncement with immediate effect.
3. Approve the proposed merger (the "Merger") of SABB and Alawwal bank ("Alawwal bank") 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 to 10/11/2015G) (the "Companies Law"), through the issuance of 0.48535396 new SABB shares for every share in Alawwal bank subject to the terms and conditions of the merger agreement between SABB and Alawwal bank dated 3 October 2018G (the "Merger Agreement"). In addition, the approval of the following matters relating to the Merger:
(a) Approve the terms and conditions of the Merger Agreement entered into between SABB and Alawwal bank on 3 October 2018G.
(b) Approve the increase of the share capital of SABB from SAR15,000,000,000 to SAR 20,547,945,220, subject to the terms and conditions of the Merger Agreement and with effect from the Effective Date, pursuant to the Companies Law and the Merger Agreement.
(c) Subject to the Merger becoming effective, approve the changes to SABB’s bylaws in the form set out in attachment (2) to this announncement.
(d) Approve the authorisation of the Board of Directors of SABB, 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.
4. Approve the contracts and dealings to be entered into between (i) the Company and HSBC Asia Holdings B.V. and (ii) the Company and HSBC Saudi Arabia in which the directors of the Company being David Dew, Samir Assaf, Stephen Moss and Georges Elhedery are interested (as representatives of the HSBC Group), pursuant to a sale and purchase agreement (the “SPA”) to sell 1,000,000 shares of HSBC Saudi Arabia held by the Company to HSBC Asia Holdings B.V. for an aggregate purchase price of SAR 36,000,000 (the "Transaction") including: the entry into an amended shareholders agreement between the Company and HSBC Asia Holdings B.V. (the “SHA”) to reflect the terms of the Transaction and any other related documents. The Transaction is subject to a number of conditions, including obtaining the relevant regulatory approvals. The Board of Directors of the Company or any person so authorised by the Board of Directors, shall also be authorised to adopt any resolution or take any action as may be necessary to give effect to this resolution.
5. Approve increasing the Bank’s Auditors fees based on the recommendation of the Audit Committee due to the increase of their scope as part of the Merger with Alawwal bank. |
| Additional Information | The Merger will become effective after satisfying all of the Merger conditions, including the condition related to the creditor objection period in accordance with the Merger Agreement and Clause 193 of the Companies Law and as set out in the Shareholder Circular.
The share capital of SABB will be increased through the issuance of new shares in favour of Alawwal bank Shareholders for the purposes of merging SABB and Alawwal bank pursuant to Articles 191-193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations in accordance with the following:
(i) the capital of SABB will increase from SAR 15,000,000,000 to SAR 20,547,945,220, representing a 37% increase of the current capital of SABB; (ii) the shares of SABB will increase from 1,500,000,000 shares to 2,054,794,522 shares; (iii) SABB will issue 0.48535396 new share for every share in Alawwal bank; (iv) the capital increase shall become effective upon the Merger becoming effective as set out in the Shareholders Circular (the “Effective Date”); and (v) Eligibility will be to the shareholders owning shares in Alawwal bank on the Effective Date, and who are registered in the alawwal bank’s share registry at the Depository Center by the end of the second trading period following the Effective Date.
For further details on the Merger and the capital increase, please refer to the Shareholder Circular. |
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