Bank Albilad — Proxy Solicitation & Information Statement 2022

Mar 17, 2022

Bank Albilad invites its Shareholders to attend the Extraordinary General Assembly which includes the Capital Increase by Means of Modern Technology (First Meeting)

1140 · 17/03/2022 08:17:19 · Announcement #67138 · View on Saudi Exchange

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 attend the extraordinary general assembly meeting which includes the Bank’s Capital Increase (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 Extraordinary General Assembly's Meeting	Head Office - Riyadh- by means of modern technology.
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2022-04-11 Corresponding to 1443-09-10
Time of the Extraordinary General Assembly's Meeting	21:30
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.
Meeting Agenda	1)Voting on the Board of Directors' report for the fiscal year ending on 31 December 2021.

2)Voting on the external auditors report for the fiscal year ending on 31 December 2021.

3)Voting on the financial statements for the fiscal year ending on 31 December 2021.

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 2022, and the first quarter of the fiscal year 2023, 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 2021

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 7,500 Million. Capital after increase: SAR 10,000 Million. Increase percentage: 33.33%

c)Number of shares before increase: 750 Million shares. Number of shares after increase: 1,000 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 M from the retained earnings by granting one share for every three 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)Voting on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2022.

8)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 2021.

9)Voting on the election of 11 of board members from among the candidates for the next term, which will start from 17 Apr 2022 for a period of three years ending on 16 Apr 2025 (CVs Attached)

10)Voting on forming the Audit Committee, defining its duties, operating controls, and remuneration for its members for the new term that starts on 17 Apr 2022 for a period of three years ending on 16 Apr 2025, noting that the candidates are (CVs attached):

1) Mr. Adeeb Mohammed Abanumai

2) Mr. Mohammed Farhan bin Nader

3) Mr. Abdulaziz Abdullah Alakil

11)Voting on forming the Shariah Committee for the new term that starts on 17 Apr 2022 for a period of three years ending on 16 Apr 2025, noting that the candidates are (CVs attached):

1) Dr. Abdullah Musa Al-Amar

2) Dr. Muhammad Saud Al-Osaimi

3) Dr. Yusuf Abdullah Al-Shubaili

12)Voting on the amendments of the Audit Committee Charter (Attached).

13)Voting on the amendments of the succession policy for members of the Board of Directors and its committees (Attached).

14)Voting on the amendments of the policy of rules and controls for nomination and appointment in the Board of Directors and its committees (Attached).

15)Voting on the amendments of Rules and standards proceeding to BoD member of competing with the Bank or any of its activities (Attached).

16)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. 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, Thursday 06/09/1443 (7/04/2022), 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 Additional Information Regarding to nomination to the Board of Directors voting item (9) of the meeting agenda, the Bank would like to clarify to the shareholders and candidates that in accordance with the Key Principles of Governance in Financial Institutions under the Control and Supervision of the Saudi Central Bank- June, 2021 - and the Corporate Governance Regulations issued by the Capital Market Authority, the number of independent members should not be less than one third of the members of the Board, i.e. (4) independent members for Bank Albilad,

Therefore, in counting votes and identifying the winning elected members in the General Assembly, it will consider ensuring that there are at least four independent members by listing candidates in the descending order for votes and the 11 candidates leading the list are already elected if they include four or more independents, but if the number of independents on the list is less than four (4), then non- independent candidates with the lowest votes will be replaced by the top independent candidates until the required quorum of independents members is completed. Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.