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Bank Albilad announces the results of the Extraordinary General Assembly Meeting which includes the Capital Increase (First Meeting)

1140
ALBILAD
0.14 %
1445/10/21     30/04/2024 08:05:03

Element ListExplanation
Introduction The Board of Directors is pleased to announce the results of the 14th Extraordinary general assembly meeting (First Meeting)
City and Location of the Extraordinary General Assembly's Meeting The assembly meeting was held by means of modern technology.
Date of the Extraordinary General Assembly's Meeting 2024-04-29 Corresponding to 1445-10-20
Time of the General Assembly’s Meeting 18:30
Percentage of Attending Shareholders %71.34
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees 1) Mr. Nasser Mohammed AlSubeaei (Chairman of the Board)

2) Mr. Adeeb Mohammed Abanumai ‎ (Vice Chairman of the Board)

3) Dr. Zeyad Othman Alhekail ‎

4) Mr. Abdulaziz Mohammed AlOnaizan ‎

5) Mr. Khalid Abdulrahman Saleh AlRajhi ‎

6) Mr. Nasser Sulaiman AlNasser

7) Mr. Mohammed Abdulrahman Abdulaziz AlRajhi

8) Mr. Haitham Mohammad Alfayez

9) Mr. Muadh Abdulrahman Alhusaini

10) Mr. Haytham Sulaiman AlSuhaimi

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf 1) Mr. Nasser Mohammed AlSubeaei (Chairman of the Executive Committee)

2) Dr. Abdullah Ibn Musa Al-Amar (Chairman of the Shariah Committee)

3) Dr. Zeyad Othman Alhekail (Chairman of the Compliance and Governance Committee)

4) Mr. Adeeb Mohammed Abanumai (Chairman of the Audit Committee)

5) Mr. Haitham Mohammed Alfayez (Chairman of the Nomination & Remuneration Committee)

6) Mr. Muath Abdulrahman AlHussaini (Chairman of the Risk Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1) The Board of Directors' report for the fiscal year ending on 31 December 2023 was viewed and discussed.

2) Approved the external auditor’s report for the fiscal year ending on 31 December 2023 after discussed.

3) The Financial Statements for the fiscal year ending on 31 December 2023 were viewed and discussed.

4) Approved on reappointment of (Ernst & Young (EY) with the amount of SAR 1,950,000 excluding VAT and Price Water House Coopers (PwC) with the amount of SAR 1,950,000 excluding VAT) as the Bank external auditors among the candidates based on the Audit Committee's recommendation, to examine, review and audit the (second, third) quarter and annual financial statements of the fiscal year 2024, and the first quarter of the fiscal year 2025, and approved their fees.

5) Approved on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2023.

6) Approved 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 10,000 Million. Capital after increase: SAR 12,500 Million. Increase percentage: 25%

c) Number of shares before increase: 1,000 Million shares. Number of shares after increase: 1,250 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 Million from the retained earnings by granting one share for every four 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) Approved to amend Article No. 7 relating to Capital, of the Articles of Association of the Bank.

7) Approved on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2024.

8) Approved 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 2023.

9) Approved on the recommendation of the Board of Directors to distribute cash dividends to shareholders for 2023 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 16 May 2024.

10) Approved 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.

11) Approved 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.

12) Approved on the amendment of the remuneration policy for members of the Board of Directors, its committees, and senior management.

13) Approved to amend Article No. (10) of the bank’s Articles of Association related to share trading.

14) Approved to amend Article No. (13) of the bank’s Articles of Association related to increasing the capital.

15) Approved to amend Article No. (14) of the bank’s Articles of Association related to decreasing the capital.

16) Approved to amend Article No. (16) of the bank’s Articles of Association related to member of the board of directors.

17) Approved to amend Article No. (17) of the bank’s Articles of Association related to termination of membership and replacement.

18) Approved to amend Article No. (18) of the bank’s Articles of Association related to powers and specialty of the board of directors.

19) Approved to amend Article No. (19) of the bank’s Articles of Association related to Board Committees and Audit Committee.

20) Approved to amend Article No. (20) of the bank’s Articles of Association related to rewards.

21) Approved to amend Article No. (21) of the bank’s Articles of Association related to board chairman, vice chairman, managing director, chief executive officer and secretary.

22) Approved to amend Article No. (23) of the bank’s Articles of Association related to quorum of meetings.

23) Approved to amend Article No. (26) of the bank’s Articles of Association related to the constituent assembly and its terms of reference.

24) Approved to amend Article No. (29) of the bank’s Articles of Association related to general assemblies of shareholders.

25) Approved to amend Article No. (34) of the bank’s Articles of Association related to resolutions.

26) Approved to amend Article No. (35) of the bank’s Articles of Association related to agenda.

27) Approved to amend Article No. (36) of the bank’s Articles of Association related to presiding over assemblies.

28) Approved to amend Article No. (37) of the bank’s Articles of Association related to appointment.

29) Approved to amend Article No. (38) of the bank’s Articles of Association related to powers and responsibilities of the auditor.

30) Approved to amend Article No. (40) of the bank’s Articles of Association related to financial documents.

31) Approved to amend Article No. (44) of the bank’s Articles of Association related to losses of the company.

32) Approved to amend Article No. (46) of the bank’s Articles of Association related to companies law and related regulations.

33) Approved to amend the bank’s Articles of Association to comply with the new companies law, and rearranging the articles and numbering them to be compatible with the proposed amendments.

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.

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

For any quires, please contact Investor Relations Department at:

Phone Number: 00966 11 4798585

Email: shareholders@bankalbilad.com

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.

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Key Parameters
Last Price 35.15
Net Change 0.05 (+0.14%)
Value Traded (Sar) 60,117,791.65
Volume Traded 1,705,199
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