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Bank AlJazira Invites its Shareholders to Attend the Extraordinary General Assembly Meeting No. 67 (the First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Bank AlJazira is pleased to invite its shareholders to participate and vote in the Sixty Seventh Extraordinary General Assembly Meeting (First Meeting) scheduled to be held at 07:30 PM on Wednesday, December 11th 2024 by means of modern technology. |
| City and Location of the General Assembly's Meeting | Through modern technology at Bank AlJazira Central Region Building, Riyadh City, by using the Tadawulaty system. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-12-11 Corresponding to 1446-06-10 |
| Time of the General Assembly’s Meeting | 19:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | As per Article (36) of the Bank Articles of Association, the Quorum for holding the meeting will be 50% of the shareholding capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by 25% of the capital. |
| General Assembly Meeting Agenda | 1. Voting to elect members of the board for the next term which will start on January 01, 2025 for a period of three years until December 31, 2027 (CVs of the candidates are attached). 2. Voting on the amendments of the Policies and Procedural Standards for Membership in the Board of Directors and its Committees. (attached) 3. Voting on the amendments of Remuneration and Compensation of Members of the Board of Directors, Committees and Executive Management Policy. (attached). 4. Voting on the amendments of Sustainability and Social Responsibility Policy. (attached) 5. Voting on the amendments of Senior Management Compensation & Benefits Policy for Bank AlJazira. (attached) 6. Voting on the Employee Shares Plan and authorizing Board of Directors on specifying the current and future terms of the program including allocation price, and this is in the event of approval of item No. (23) related to the Purchase or Pledge Own Shares. (attached) 7. Voting on the purchase of (4,500,000) shares from its shares and keep them as treasury shares, for the purpose of allocating them to the Employee Share Plan as per regulations, provided that financing the purchase is from the bank’s own resources, and authorizing the Board of Directors to complete the purchase within a maximum period of 6 months from the date of the Extraordinary General Assembly’s decision, and that the purchased shares are kept for a period not exceeding (10) years from the date of the Extraordinary General Assembly’s approval. After the expiration of this period, the bank will follow the procedures and controls stipulated in relevant laws and regulations (attached), and this is in the event of approval of item No. (6) and approval of item No. (23) related to the Purchase or Pledge Own Shares. 8. Voting on the amendments of Audit Committee Charter. (attached) 9. Voting on the amendments of Article (1) of the Bank’s Articles of Association, related to the Establishment. (attached) 10. Voting on the amendments of Article (2) of the Bank’s Articles of Association, related to the Company’s Name. (attached) 11. Voting on the amendments of Article (3) of the Bank’s Articles of Association, related to the Company’s Objects. (attached) 12. Voting on the amendments of Article (4) of the Bank’s Articles of Association, related to the Participation in and Holding of Companies. (attached) 13. Voting on the amendments of Article (5) of the Bank’s Articles of Association, related to the Head Office and Subsidiaries. (attached) 14. Voting on the amendments of Article (6) of the Bank’s Articles of Association, related to the Company Duration. (attached) 15. Voting on the amendments of Article (7) of the Bank’s Articles of Association, related to the Capital. (attached) 16. Voting on the amendments of Article (8) of the Bank’s Articles of Association, related to the Issue of Shares at Premium-Jointly Held Shares. (attached) 17. Voting on the deletion of Article (9) of the Bank’s Articles of Association, related to the Share Trading. (attached) 18. Voting on the amendments of Article (10) of the Bank’s Articles of Association, related to the Shareholders’ Register. (attached) 19. Voting on the amendments of Article (11) of the Bank’s Articles of Association, related to the Share Trading Manner. (attached) 20. Voting on the amendments of Article (12) of the Bank’s Articles of Association, related to the Seizure and Sale of Seized Shares. (attached) 21. Voting on the amendments of Article (13) of the Bank’s Articles of Association, related to the Capital Increase. (attached) 22. Voting on the amendments of Article (14) of the Bank’s Articles of Association, related to the Capital Decrease. (attached) 23. Voting on the amendments of Article (15) of the Bank’s Articles of Association, related to the Purchase or Pledge Own Shares. (attached) 24. Voting on the amendments of Article (16) of the Bank’s Articles of Association, related to the Debt Instruments. (attached) 25. Voting on the amendments of Section (4) of the Bank’s Articles of Association, related to the Management of Company. (attached) 26. Voting on the amendments of Article (17) of the Bank’s Articles of Association, related to the Board of Directors. (attached) 27. Voting on the amendments of Article (18) of the Bank’s Articles of Association, related to the End of Board Membership. (attached) 28. Voting on the amendments of Article (19) of the Bank’s Articles of Association, related to the Power of Board of Directors. (attached) 29. Voting on the amendments of Article (20) of the Bank’s Articles of Association, related to the Executive Committee. (attached) 30. Voting on the amendments of Article (21) of the Bank’s Articles of Association, related to the Audit Committee. (attached) 31. Voting on the amendments of Article (22) of the Bank’s Articles of Association, related to the Board Member Attendance Fees. (attached) 32. Voting on the amendments of Article (23) of the Bank’s Articles of Association, related to the Appointment of Chairman/Deputy Chairman/CEO/MGD/Secretary. (attached) 33. Voting on the amendments of Article (24) of the Bank’s Articles of Association, related to the Board Meetings. (attached) 34. Voting on the amendments of Article (25) of the Bank’s Articles of Association, related to the Quorum and Resolutions of Board. (attached) 35. Voting on the amendments of Article (26) of the Bank’s Articles of Association, related to the Disclosure of Personal Interest and Competing with Company. (attached) 36. Voting on the addition of new Article Number (27) in the Bank’s Articles of Association, related to the Issuing Board Decision on Urgent Matters. (attached) 37. Voting on the amendments of Article (27) of the Bank’s Articles of Association, related to the Board and Executive Committee Meetings Register. (attached) 38. Voting on the amendments of Article (28) of the Bank’s Articles of Association, related to the Shareholders General Meeting. (attached) 39. Voting on the amendments of Article (29) of the Bank’s Articles of Association, related to the Attendance of General Meetings. (attached) 40. Voting on the amendments of Article (30) of the Bank’s Articles of Association, related to the Constituent General Meeting. (attached) 41. Voting on the amendments of Article (31) of the Bank’s Articles of Association, related to the Ordinary General Meeting. (attached) 42. Voting on the amendments of Article (32) of the Bank’s Articles of Association, related to the Extra-Ordinary General Meetings. (attached) 43. Voting on the amendments of Article (33) of the Bank’s Articles of Association, related to the Convening of General Meetings. (attached) 44. Voting on the amendments of Article (34) of the Bank’s Articles of Association, related to the General Meeting Attendance Register. (attached) 45. Voting on the amendments of Article (35) of the Bank’s Articles of Association, related to the Ordinary General Meeting Quorum. (attached) 46. Voting on the amendments of Article (36) of the Bank’s Articles of Association, related to the Extra-Ordinary General Meeting Quorum. (attached) 47. Voting on the amendments of Article (37) of the Bank’s Articles of Association, related to the Voting Rights. (attached) 48. Voting on the amendments of Article (38) of the Bank’s Articles of Association, related to the Resolutions of General Meetings. (attached) 49. Voting on the amendments of Article (39) of the Bank’s Articles of Association, related to the Shareholders Right to Raise Questions at the General Meeting. (attached) 50. Voting on the amendments of Article (40) of the Bank’s Articles of Association, related to the General Meeting Deliberations. (attached) 51. Voting on the amendments of Section (6) of the Bank’s Articles of Association, related to the Auditors. (attached) 52. Voting on the amendments of Article (41) of the Bank’s Articles of Association, related to the Auditors. (attached) 53. Voting on the amendments of Article (42) of the Bank’s Articles of Association, related to the Auditors Powers. (attached) 54. Voting on the amendments of Article (43) of the Bank’s Articles of Association, related to the Auditors’ Report. (attached) 55. Voting on the amendments of Section (7) of the Bank’s Articles of Association, related to the Company Account and Dividend Distribution. (attached) 56. Voting on the amendments of Article (44) of the Bank’s Articles of Association, related to the Fiscal Year. (attached) 57. Voting on the amendments of Article (45) of the Bank’s Articles of Association, related to the Annual Reports. (attached) 58. Voting on the amendments of Article (46) of the Bank’s Articles of Association, related to the Dividend Distribution. (attached) 59. Voting on the amendments of Article (47) of the Bank’s Articles of Association, related to the Dividends. (attached) 60. Voting on the amendments of Article (48) of the Bank’s Articles of Association, related to the Disputes. (attached) 61. Voting on the amendments of Section (9) of the Bank’s Articles of Association, related to the Liquidation and Dissolution of the Company. (attached) 62. Voting on the amendments of Article (49) of the Bank’s Articles of Association, related to the Liquidation and Dissolution of the Company. (attached) 63. Voting on the amendments of Section (10) of the Bank’s Articles of Association, related to the Miscellaneous Provisions. (attached) 64. Voting on the amendments of Article (50) of the Bank’s Articles of Association, related to the Administrative Staff and Others. (attached) 65. Voting on the amendments of Article (51) of the Bank’s Articles of Association, related to the Board Members and Staff Undertaking to Maintain Confidentiality. (attached) 66. Voting on the amendments of Article (52) of the Bank’s Articles of Association, related to the Miscellaneous Provisions. (attached) 67. Voting on the addition of new Article Number (53) in the Bank’s Articles of Association, related to the Concluding Provisions. (attached) 68. Voting on the addition of new Article, related to the Expiry of the Term of the Board of Directors, the Retirement of its Members, or the Vacancy of Membership. (attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholder has the right to discuss the topics on the assembly’s agenda and direct questions to members of the Board of Directors, and shareholders registered on the Tadawulaty electronic services website can vote remotely on the items of the extraordinary general assembly meeting through the (electronic voting) service. |
| Details of the electronic voting on the Assembly’s agenda | The registered shareholders will be able to vote on the AGM meeting’s agenda through the electronic Tadawulaty voting service website (https://login.tadawulaty.com.sa) starting from 1:00 AM on Saturday 7th December 2024 until the AGM’s convening time. Noting that the registration and voting in Tadawulaty services are available & free of charge to all shareholders. |
| Method of Communication in Case of Any Enquiries | Please contact the Shareholders Affairs Unit in case of any enquiry on the Assembly's agenda items through the following numbers: 011 2157325 or 012 6098394 or email: SSU@baj.com.sa during the Bank official working hours. |
| 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.
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