Bank Albilad invites its Shareholders to attend the Extraordinary General Assembly which includes the Capital Increase by Means of Modern Technology (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors is pleased to invite the Bank’s shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting) to be held, at 06:30 pm on Monday 20-10-1445H corresponding to 29-4-2024G, at the Bank's Head Office in Riyadh by means of modern technology. |
| City and Location of the Extraordinary General Assembly's Meeting | Riyadh- by means of modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-04-29 Corresponding to 1445-10-20 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders Registered in the Bank’s Shareholders record in Securities Depository Center Company (Edaa) at the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations. Eligibility to register for attendance of the General Assembly meeting ends at the time of convening the meeting. The eligibility to vote on the items of the General Assembly agenda for the attendees ends by the end of votes counting. |
| Quorum for Convening the General Assembly's Meeting | An extraordinary general assembly meeting is valid if attended by shareholders who represent at least half of the capital. In the event that the quorum is not completed in the first meeting, the second meeting will be held one hour after the time of the first meeting, and the second meeting will be considered valid if attended by shareholders who represent at least a quarter of the capital. |
| Meeting Agenda | 1) Viewing and discussing the Board of Directors' report for the fiscal year ending on 31 December 2023.
2) To Vote on the external auditors report for the fiscal year ending on 31 December 2023 after discussed.
3) Viewing and discussing the financial statements for the fiscal year ending on 31 December 2023.
4) To Vote on appointing the auditors for the Bank from among the candidates based on the Audit Committee's recommendation. The appointed auditors shall examine, review and audit the (second, third) quarter and annual financial statements of the fiscal year 2024, and the first quarter of the fiscal year 2025, and the determination of the auditors’ remuneration.
5) To Vote on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2023.
6) Voting on the Board of Directors recommendation to increase the capital by way of issuing bonus shares as follows: a) Total amount of increase: SAR 2,500 Million b) Capital before increase: SAR 10,000 Million. Capital after increase: SAR 12,500 Million. Increase percentage: 25% c) Number of shares before increase: 1,000 Million shares. Number of shares after increase: 1,250 Million shares. d) This recommendation aims to enhance the Bank's financial solvency and retain its resources in operational activities. e) The capital increase will be made through the capitalization of SAR 2,500 Million from the retained earnings by granting one share for every four shares. f) In the event of stock fractures, the fractions will be grouped into a single portfolio for all shareholders and sold at the market price and then distributed to the shareholders entitled to the grant each according to their share within 30 days of the date of the determination of the shares due to each shareholder. g) In case the Bank’s shareholders approved in the extraordinary general assembly on the increase of the capital, the shareholders registered in the Bank's shareholders' register with the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the Extraordinary General Assembly meeting, will be eligible for the bonus shares. h) Voting to amend Article No. 7 relating to Capital, of the Articles of Association of the Bank. (Attached)
7) To Vote on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2024.
8) To Vote on paying an amount of (SAR 3,200,000) as remuneration to the Board members by (320) thousand riyals for each member for the fiscal year ending on 31 December 2023.
9) To Vote on the recommendation of the Board of Directors to distribute cash dividends to shareholders for 2023 with SAR (0.5) per share representing (5%) of the nominal value of the share, with a total amount of SAR (500) million, noting that the eligibility of dividend shall be for the bank’s shareholders who own shares at the end of the trading day of the general assembly meeting and who are registered in the bank’s shareholders register at Securities Depository Center Company (Edaa) at the end of the second trading day following the general assembly meeting noting that the dividends distribution commences on Thursday 16 May 2024.
10) To Vote on delegating to the Board of Directors the authorisation powers of the General Assembly stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.
11) To Vote on delegating to the Board of Directors the authorisation powers of the General Assembly stipulated in paragraph (2) of Article 27 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.
12) To Vote on the amendment of the remuneration policy for members of the Board of Directors, its committees, and senior management. (Attached)
13) Voting to amend Article No. (10) of the bank’s Articles of Association related to share trading. (attached)
14) Voting to amend Article No. (13) of the bank’s Articles of Association related to increasing the capital. (attached)
15) Voting to amend Article No. (14) of the bank’s Articles of Association related to decreasing the capital. (attached)
16) Voting to amend Article No. (16) of the bank’s Articles of Association related to member of the board of directors. (attached)
17) Voting to amend Article No. (17) of the bank’s Articles of Association related to termination of membership and replacement. (attached)
18) Voting to amend Article No. (18) of the bank’s Articles of Association related to powers and specialty of the board of directors. (attached)
19) Voting to amend Article No. (19) of the bank’s Articles of Association related to Board Committees and Audit Committee. (attached)
20) Voting to amend Article No. (20) of the bank’s Articles of Association related to rewards. (attached)
21) Voting to amend Article No. (21) of the bank’s Articles of Association related to board chairman, vice chairman, managing director, chief executive officer and secretary. (attached)
22) Voting to amend Article No. (23) of the bank’s Articles of Association related to quorum of meetings. (attached)
23) Voting to amend Article No. (26) of the bank’s Articles of Association related to the constituent assembly and its terms of reference. (attached)
24) Voting to amend Article No. (29) of the bank’s Articles of Association related to general assemblies of shareholders. (attached)
25) Voting to amend Article No. (34) of the bank’s Articles of Association related to resolutions. (attached)
26) Voting to amend Article No. (35) of the bank’s Articles of Association related to agenda. (attached)
27) Voting to amend Article No. (36) of the bank’s Articles of Association related to presiding over assemblies. (attached)
28) Voting to amend Article No. (37) of the bank’s Articles of Association related to appointment. (attached)
29) Voting to amend Article No. (38) of the bank’s Articles of Association related to powers and responsibilities of the auditor. (attached)
30) Voting to amend Article No. (40) of the bank’s Articles of Association related to financial documents. (attached)
31) Voting to amend Article No. (44) of the bank’s Articles of Association related to losses of the company. (attached)
32) Voting to amend Article No. (46) of the bank’s Articles of Association related to companies law and related regulations. (attached)
33) Voting to amend the bank’s Articles of Association to comply with the new companies law, and rearranging the articles and numbering them to be compatible with the proposed amendments. (attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss the topics listed on the agenda of the General Assembly and ask questions, and the registered shareholders in Tadawulaty services can vote remotely on the general Assembly’s meeting agenda. |
| Details of the electronic voting on the Assembly’s agenda | Registered shareholders in Tadawulaty services can vote remotely on the general Assembly’s meeting agenda starting from 01:00 am, Thursday 16/10/1445H (25/04/2024G), until the end of the Assembly meeting, and voting can be done free of charge for all shareholders through the following link:
https://login.tadawulaty.com.sa/ir/user/login.xhtml |
| Method of Communication in Case of Any Enquiries | We would like to inform all shareholders that there will be a live broadcast of the meeting through the link available in Tadawulaty system, and all questions of our valued shareholders will be received during the meeting.
For any quires, please contact Investor Relations Department at Phone Number: 00966 11 4798585 Email: shareholders@bankalbilad.com |
| Additional Information | We would like to draw the attention of the non-resident foreign investors that the cash dividend distribution which is transferred by the resident financial broker is subject to withholding tax of 5%, in accordance with the provisions of article 68 of the income tax law and article 63 of its implementing regulation.
And we would like to advise all shareholders to update their investment account information with the financial broker to avoid any issue on receiving the announced dividends.
Shareholders who have not received their dividends for previous periods, a dividends search tool has been added in the Banks website under the link: https://www.bankalbilad.com/ar/about/investor-relations/Pages/unclaimed-dividends.aspx |
| Attached Documents | |
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