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 16-10-1446H corresponding to 14-4-2025G, 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 | 2025-04-14 Corresponding to 1446-10-16 |
| 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 | Each shareholder registered in the bank's shareholder register at the Securities Depository Center (Edaa) by the end of the trading session preceding the General Assembly meeting is entitled to attend the meeting in accordance with the applicable laws and regulations. The shareholder has the right to delegate whomever other than the members of the board of directors. The right to register attendance for the General Assembly meeting ends at the time of the meeting’s commencement. Additionally, the right to vote on the agenda items for attendees expires once the ballot counting committee completes the vote counting process. |
| Quorum for Convening the General Assembly's Meeting | The Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the capital. In the event that the legal quorum is not met in the first meeting, a second meeting will be held one hour after the scheduled time of the first meeting. The second meeting shall be considered valid if attended by shareholders representing at least one-quarter of the capital. |
| Meeting Agenda | 1) Review and discuss the Board of Directors’ report for the fiscal year ending on December 31, 2024.
2) Vote on the auditors’ report for the fiscal year ending on December 31, 2024, after discussion.
3) Review and discuss the financial statements for the fiscal year ending on December 31, 2024.
4) Vote on the appointment of the bank’s external auditors from among the nominated candidates, based on the recommendation of the Audit Committee, to examine, review, and audit the bank’s financial statements for the second and third quarters, the annual financial statements for the fiscal year 2025, and the first quarter of the fiscal year 2026, and determine their fees.
5) Vote on the discharge of the Board of Directors from liability for the fiscal year ending on December 31, 2024.
6) Vote on the Board of Directors’ recommendation to increase the bank’s capital by granting bonus shares to the bank’s shareholders as follows:
a. The total increase amount is SAR 2,500 million. b. The capital before the increase is SAR 12,500 million, and after the increase, it will be SAR 15,000 million, representing a 20% of increase. c. The number of shares before the increase is 1,250 million shares, and after the increase, it will be 1,500 million shares. d. This capital increase aims to enhance the bank’s financial solvency and retain its resources in operational activities. e. The increase will be implemented by capitalizing SAR 1,500 million from retained earnings and SAR 1,000 million from the statutory reserve, granting one bonus share for every five shares. f. If approved, the eligibility to bonus shares will be for shareholders who own shares on the date of the Extraordinary General Assembly meeting and are registered in the bank’s shareholder register at the Securities Depository Center (Edaa) at the end of the second trading day following the eligibility date. In the event of fractional shares, they will be collected in a single portfolio for all shareholders, sold at market price, and the proceeds will be distributed to eligible shareholders within 30 days from the date of determining the entitled shares. g. Amend Article 7 of the bank’s Articles of Association related to capital. (Attached)
7) Vote on the election of Board members from among the nominated candidates for the upcoming term, which will commence on April 17, 2025, for a period of three years, ending on April 16, 2028. (Candidates’ resumes attached)
8) Vote on authorizing the Board of Directors to distribute interim dividends to the bank’s shareholders on a semi-annual or quarterly basis for the fiscal year 2025.
9) Vote on the disbursement of remuneration to the Board members in the amount of SAR 3,200,000, at SAR 320,000 per member, for the fiscal year ending on December 31, 2024.
10) Vote on authorizing the elected Board of Directors with the powers of the Ordinary General Assembly as stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized Board’s term, whichever comes first, in accordance with the controls and conditions based on the Implementing Regulations of the Companies Law related to listed joint-stock companies regarding transactions and contracts in which a Board member has a direct or indirect interest. (Attached)
11) Vote on authorizing the elected Board of Directors with the powers of the Ordinary General Assembly as stipulated in paragraph (2) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized Board’s term, whichever comes first, in accordance with the controls and conditions based on the Implementing Regulations of the Companies Law related to listed joint-stock companies regarding engaging in competing business activities. (Attached)
12) Vote on amending Article 19 of the bank’s Articles of Association related to Board Committees. (Attached)
13) Vote on amending the Audit Committee Charter. (Attached)
14) Vote on amending the Corporate Social Responsibility Policy. (Attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the topics listed on the General Assembly's agenda and to raise questions. Additionally, shareholders registered in the Tadawulaty services can vote electronically on the assembly's agenda items remotely. |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty services can vote electronically on the General Assembly’s agenda items remotely, starting from 1:00 AM on Thursday, 12 Shawwal 1446H (according to the Umm Al-Qura calendar), corresponding to April 10, 2025, until the end of the assembly meeting. Registration and voting through Tadawulaty services will be available and free of charge for all shareholders via the following link:
https://login.tadawulaty.com.sa/ir/user/login.xhtml |
| Method of Communication in Case of Any Enquiries | Please be informed that the General Assembly meeting will be broadcast live through the link available on the Tadawulaty system. Shareholders will also have the opportunity to submit their questions and inquiries during the meeting.
For any inquiries, please contact Investor Relations through:
Phone: +966 11 479 8585 Email: [email protected] |
| Additional Information | Regarding the nomination for Board membership under Agenda Item (7) of the General Assembly, the bank would like to clarify the following to shareholders and nominees:
In accordance with the key governance principles for financial institutions regulated and supervised by the Saudi Central Bank and the Corporate Governance Regulations of the Capital Market Authority, the number of independent members must not be less than one-third of the Board, which equates to four (4) independent members for the bank.
Accordingly, during the vote counting process and the selection of elected Board members by the General Assembly, it will be ensured that at least four (4) independent members are included. The top 11 candidates receiving the highest votes will be considered elected, provided that at least four (4) of them are independent members. However, if the list of the top 11 candidates includes fewer than four (4) independent members, the non-independent candidates with the lowest votes will be replaced by the independent candidates with the highest votes until the required number of independent members is met. |
| Attached Documents | |
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