Bank Albilad — Proxy Solicitation & Information Statement 2023

Mar 27, 2023

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

1140 · 27/03/2023 15:25:42 · Announcement #72656 · View on Saudi Exchange

Bank Albilad invites its Shareholders to attend the Extraordinary General Assembly 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 11-10-1444H corresponding to 1-5-2023G, at the Bank's Head Office in Riyadh by means of modern technology.
City and Location of the General Assembly's Meeting	Head Office - Riyadh- by means of modern technology.
URL for the Meeting Location	https://login.tadawulaty.com.sa/ir/user/login.xhtml
Date of the General Assembly's Meeting	2023-05-01 Corresponding to 1444-10-11
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	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
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)Viewing and discussing the Board of Directors' report for the fiscal year ending on 31 December 2022.

2)To Vote on the external auditors report for the fiscal year ending on 31 December 2022 after disscused.

3)Viewing and discussing the financial statements for the fiscal year ending on 31 December 2022.

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 2023, and the first quarter of the fiscal year 2024, 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 2022.

6)To Vote on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2023.

7)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 2022.

8)To Vote on the recommendation of the Board of Directors to distribute cash dividends to shareholders for 2022 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 10 May 2023.

9)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

10)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.

11)To Vote on the Employee Shares Program and authorizing the Board of Directors to determine its conditions including the allocation price for each share offered to employees.

12)To Vote on the purchase by Bank of a number of its shares with a maximum of (5,000,000) of its shares and allocating them as treasury shares within Employee Shares Program. The purchase of shares is funded from the Bank’s internal resources and authorizing the Board of Directors or whoever it delegates to complete the purchase with the period (12 month) from the date of the Assembly's approval including the allocation price for each share offered to employees. The purchased shares are kept until (10 years) from the date of EGM approval and after this period has passed the Bank will follow the procedures and mandatory in the relevant laws and regulations (subject to approving item number 11)

13)To Vote on the amendment of the remuneration policy for members of the Board of Directors, its committees, and senior executives (Attached) Proxy Form E-Vote Registered shareholders in Tadawulaty services can vote remotely on the general Assembly’s meeting agenda starting from 01:00 am, Thursday 07/10/1444H (27/04/2023G), 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://login.tadawulaty.com.sa/ir/user/login.xhtml 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. The attending shareholders are also entitled to discuss the agenda items and ask questions. Method of Communication 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  

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.