Bank Aljazira — Proxy Solicitation & Information Statement 2014

Apr 20, 2014

Bank AlJazira invites its shareholders to attend the extraordinary general assembly meeting including the discussion of Increase in share capital.

1020 · 20/04/2014 19:35:45 · Announcement #34322 · View on Saudi Exchange

Bank AlJazira invites its shareholders to attend the extraordinary general assembly meeting including the discussion of Increase in share capital.

Bank AlJazira Board of Directors are pleased to invite the Shareholders to attend the Extra-Ordinary General Assembly Meeting decided to be held at 7:30PM Tuesday 21st Rajab 1435H, corresponding to 20th May, 2014 at Bank AlJazira Head Office Premises located at King Abdulaziz Road Crossing to Herra Street, Al-Nahda District, Jeddah, Kingdom of Saudi Arabia, to review and vote on the following Agenda Subjects:

1.Confirmation of the contents of Board of Directors Report for the fiscal year ended 31st December 2013.

2.Approval on the External Auditors Report for the fiscal year ended 31st December 2013.

3.Confirmation of the Banks Financial Statements of the fiscal year ended 31st December 2013.

4.Liability Release of the Board of Directors for their performance during the fiscal year from 01/01/2013 up to 31/12/2013.

5.Approval on the Board of Directors Recommendation (based on the recommendation of Audit Committee) for selection of Two Auditors to audit the Banks annual and quarterly financial statements of the year 2014 and approve on their proposed fees.

6.Approval on the Banks Capital Increase from SAR (3,000,000,000) to SAR (4,000,000,000) through issuing one bonus share for every (3) existing shares owned by the shareholders who are registered in the shareholders registry at the closing of trading on the day of the extra-general assembly.

Such increase will be paid by transferring an amount of SAR (500,000,000) from the Retained Earnings account to the Banks Capital, and SAR (500,000,000) from the Statutory Reserve account. Consequently, increasing the Banks outstanding shares from (300,000,000) shares to (400,000,000) shares, by an increase of (100,000,000) shares.

The Bank aims from this increase to expand its capital base in the way that can contribute positively in the promotion of the Banks business.The eligibility of the shares bonus will be for the shareholders who are registered in the shareholders registry at the closing of trading on the day of the extra-general assembly.

7.Approval on the amendment of Article (6) from the Banks Articles of Association, respective the Banks Capital and Share Capital in accordance with the attached amendment text.

8.Attestation of the appointment of Mr. Riyadh Mustafa Al-Dughaither as a Board Member, representative of General Organization of Social Insurance, based on SAMA no objection letter No.351000062169 dated 15/05/1435H corresponding to 16/03/2014, replacing Mr. Mohammed Abdulllah Al-Hagbani.

According to Article (28) of the Articles of Association of the Bank, any shareholder who owns 20 shares or more has the right to attend the Ordinary & Extra-Ordinary General Assembly Meeting, or to authorize another shareholder (other than the Board Directors , the company's staff, or those who are permanently assigned to provide a technical or administrative work for its account) to attend the meeting and to vote on the Agenda Subjects in accordance with a proxy attested by a bank , chamber of commerce or working area .

The shareholders who are interested to attend the meeting are requested to register their names and the number of shares owned and present their ID's of shares ownership, within at least one hour before the meeting time to finalize their registration procedures. For the shareholders who wish to make proxies to other shareholders, should consider that the proxies must be sent within 3 days at least before the meeting date to the Banks Management, care of the Board Secretary, Bank AlJazira Head Office P.O. Box 6277 Jeddah 21442, or by fax No. 012-2346846 or 011-2157358.

The meeting shall not be legal unless being attended by shareholders who represent 50% of the Share Capital as per Articles No. (34) & No (35) of the Bank's Articles of Association.

For any queries, please contact through Tel: 012-6098950 or Tel: 011-2157325, or Fax No. 012-2346846, or fax No. 011-2157358.

Board of Directors

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