Bank Albilad — Proxy Solicitation & Information Statement 2021

Mar 18, 2021

Bank Albilad invites its Shareholders to attend the Extraordinary General Assembly (First Meeting) By Means of Modern Technology

1140 · 18/03/2021 15:56:48 · Announcement #62303 · View on Saudi Exchange

Bank Albilad invites its Shareholders to attend the Extraordinary General Assembly (First Meeting) By Means of Modern Technology

Element List	Explanation
Introduction	The Board of Directors is pleased to invite the Bank’s shareholders to attend the extraordinary general assembly meeting (First Meeting) that will be conducted by means of modern technology, in order to ensure the safety of the bank's shareholders and to support the efforts and preventive measures and measures by the competent and relevant health authorities to address the new coronavirus(COVID-19),and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take preventive measures to prevent its spread.
City and Location of the General Assembly's Meeting	Head Office - Riyadh- remotely, by means of modern technology.
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-04-11 Corresponding to 1442-08-29
Time of the General Assembly's Meeting	19:30
Attendance Eligibility	Shareholders Registered in the Bank’s Shareholders Registry in the Depository Centre at the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting	According to Article (32) of the bank’s Articles of Association, 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.
General Assembly Meeting Agenda	1)Voting on the Board of Directors' report for the fiscal year ending on 31 December 2020.

2)Voting on the external auditors report for the fiscal year ending on 31 December 2020.

3)Voting on the financial statements for the fiscal year ending on 31 December 2020.

4)Voting 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 2021, and the first quarter of the fiscal year 2022, and the determination of the auditors’ remuneration.

5)Voting on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2020.

6)Voting on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2021.

7)Voting on paying an amount of (SAR 3,520,000) as remuneration to the Board members by (320) thousand riyals for each member for the fiscal year ending on 31 December 2020.

8)Voting on amending the Policy of Social Responsibility. (Attached)

9)Voting on delegating to the Board of Directors the authorisation powers of the General Assembly stipulated in paragraph (1) of Article 71 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 Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.

10)Voting to amend Article No. 3 relating to Purposes of the Company, of the Articles of Association of the Bank. (Attached)

11)Voting to amend Article No. 4 relating to Participation and Merger, of the Articles of Association of the Bank (Attached)

12)Voting to amend Article No. 5 relating to Incorporation Term, of the Articles of Association of the Bank. (Attached)

13)Voting to amend Article No. 6 relating to The Company’s Headquarter, of the Articles of Association of the Bank. (Attached)

14)Voting to amend Article No. 8 relating to Subscription, of the Articles of Association of the Bank (Attached)

15)Voting to amend Article No. 9 relating to Shares, of the Articles of Association of the Bank. (Attached)

16)Voting to amend Article No.10 bis relating to Purchase of the company’s Shares and Disposal, of the Articles of Association of the Bank (Attached)

17)Voting to amend Article No.13 relating to Capital Increase, of the Articles of Association of the Bank. (Attached)

18)Voting to amend Article No. 14 relating to Capital Decrease, of the Articles of Association of the Bank. (Attached)

19)Voting to amend Article No.16 relating to Board Member, of the Articles of Association of the Bank (Attached)

20)Voting to amend Article No. 17 relating to Membership Expiry and Replacement, of the Articles of Association of the Bank (Attached)

21)Voting to amend Article No.18 relating to the powers and Terms of Reference of the Board of Directors, of the Articles of Association of the Bank (Attached)

22)Voting to amend Article No.19 relating to Committees of the Board and the Audit Committee, of the Articles of Association of the Bank (Attached)

23)Voting to amend Article No.20 relating to Rewards, of the Articles of Association of the Bank. (Attached)

24)Voting to amend Article No.21 relating to The Chairman, Vice Chairman, Managing Director and Secretary, of the Articles of Association of the Bank (Attached)

25)Voting to amend Article No.22 relating to Meetings, of the Articles of Association of the Bank (Attached)

26)Voting to amend Article No.23 relating to Quorum of Meetings, of the Articles of Association of the Bank (Attached)

27)Voting to amend Article No.24 relating to Resolutions of the Board, of the Articles of Association of the Bank (Attached)

28)Voting to amend Article No.25 relating to Shareholders Assemblies, of the Articles of Association of the Bank (Attached)

29)Voting to amend Article No. 26 relating to Terms of Reference of the Constituent Assembly, of the Articles of Association of the Bank (Attached)

30)Voting to amend Article No.27 relating to Ordinary General Assembly, of the Articles of Association of the Bank (Attached)

31)Voting to amend Article No.28 relating to Extraordinary General Assembly, of the Articles of Association of the Bank (Attached)

32)Voting to amend Article No.29 relating to Convention of the General Assemblies of Shareholders, of the Articles of Association of the Bank (Attached)

33)Voting to amend Article No.30 relating to Method of Attendance, of the Articles of Association of the Bank (Attached)

34)Voting to amend Article No.34 relating to Resolutions, of the Articles of Association of the Bank (Attached)

35)Voting to amend Article No.40 relating to Financial Documents, of the Articles of Association of the Bank (Attached)

36)Voting to amend Article No.41 relating to Distribution of profits, of the Articles of Association of the Bank. (Attached)

37)Voting to amend Article No.44 relating to Company Losses, of the Articles of Association of the Bank. (Attached)

38)Voting to amend Article No.45 relating to Mechanisms of Company Liquidation, from the bank's basic system. (Attached)

39)Voting to amend Article No.46 relating to Companies law and Relevant Regulations, from the bank's basic system. (Attached)

40)Voting to amend Article No. 47 relating to Deposit of the Articles of Association, of the Articles of Association of the Bank. (Attached) Proxy Form E-Vote Registered shareholders in Tadawulaty services can vote remotely on the on the general Assembly’s meeting agenda starting from 10:00 am, Wednesday 25/08/1442 (7/04/2021), until the end of the Assembly meeting, the service is provided by Edaa Center free of charge for all shareholders. Registration and voting can be done through the following link: https://www.tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. Method of Communication We would like to inform all shareholders that there will be a live audio broadcast of the meeting through the link available in Tadawulaty system.

For any quires please contact Investor Relations Department at

Phone Number: 00966 11 4798585

Email: shareholders@bankalbilad.com Attached Documents  

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