Alinma Bank announces to Invites its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting
|Introduction||The Board of Directors of Alinma Bank is pleased to invite shareholders to participate and vote in the Ordinary General Assembly Meeting No. (10) on Wednesday, 13/04/2022 at 10:00pm, corresponding to 12/09/1443H, through a virtual meeting platform.|
|City and Location of the General Assembly's Meeting||Head Office Building of Alinma Bank, Al Anoud Tower, King Fahad Road, Riyadh, by means of modern technology (virtual meeting platform).|
|URL for the Meeting Location||http://www.tadawulaty.com.sa|
|Date of the General Assembly's Meeting||2022-04-13 Corresponding to 1443-09-12|
|Time of the General Assembly's Meeting||22:00|
|Attendance Eligibility||Shareholders Registered in the Issuer’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||As per the provisions of Article (35) of the Articles of Association of the Bank, the Ordinary General Assembly virtual meeting shall not be valid unless attended by shareholders representing at least one quarter (1/4) of the share capital. In case of non-completion of the quorum at this meeting, a second meeting shall be held within one (1) hour of the scheduled time of the first meeting. The second meeting shall be deemed valid regardless of the number of shares represented therein.|
|General Assembly Meeting Agenda||1. Voting on the Directors’ Report for the financial year ending December 31, 2021. |
2. Voting on the Auditor’s Report for the financial year ending December 31, 2021.
3. Voting on the Financial Statements for the financial year ending December 31, 2021.
4. Voting on the discharge of the members of the Board of Directors for the financial year ending December 31, 2021.
5. Voting on the Board of Directors' recommendation to distribute cash dividends for the second half of 2021 (amounting to SAR 795,131,052) at 40 halalas per share (SAR 0.40), which represents four percent (4%) of the nominal value per share. Priority and entitlement shall be for shareholders as at the end of the trading session coinciding with the meeting of the Ordinary General Assembly who are registered in Alinma Bank’s share registry at the Depository Centre at the end of the second trading day following the due date. The dividend distribution date shall be announced later.
6. Voting on the appointment of an External Auditor for the Bank based on the recommendation of the Audit Committee. The External Auditor shall be responsible for examining and auditing the annual and quarter financial statements for the financial year 2022. Voting shall also include the External Auditor’s fees.
7. Voting on the election of members of the Board of Directors for the next session (the fifth session) beginning on May 21, 2022 and ending on May 20, 2025 (a three-year term) (the candidates’ CVs attached hereto). If the voting results do not enable the Bank to appoint the minimum number of the Board’s independent members as per regulatory requirements, then the independent members shall replace the non-independent members, depending on the number of votes received by each member.
8. Voting on the composition, functions, work controls and remunerations of the Audit Committee for the next session (the fifth session), beginning on May 21, 2022 and ending on May 20, 2025 (a three-year term) (the candidates’ CVs attached hereto). Candidates include:
A) Dr. Saad Saleh Alrwita (Independent Member)
B) Mr. Abdulrahman Mohammed Ramzi Addas (Independent Member)
C) Mr. Maher Saad Alaiyadhi (Independent Member)
9. Voting on the payment of SAR 6,894,800 to members of the Board of Directors for the fiscal year ending December 31, 2021.
10. Voting on the amendments to be incorporated into the Audit Committee Charter. (attached hereto)
11. Voting on the amendments to be incorporated into the Nomination and Remuneration Committee Charter. (attached hereto)
12. Voting on authorizing the Board of Directors to distribute interim dividends semi-annually for the fiscal year 2022, to set the due/distribution date in accordance with regulatory controls and procedures issued in implementation of the Companies Law.
13.Voting on authorizing the Board of Directors with the authority of the ordinary General Assembly provided for in paragraph (1), Article (71) of the Companies Law for a period of one (1) year from the date of approval by the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier. Such authorization shall be made in accordance with the conditions stipulated in the regulatory controls and procedures issued in implementation of the Companies Law related to listed joint-stock companies.
14. Voting on the participation of board member Mr. Mutlaq bin Hamad Al-Morished in a competing business of a subsidiary company of the bank. (attached hereto)
15. Voting on transactions and contracts to be concluded between Alinma Bank and Alinma Tokyo Marine Co., in which Mr. Abdel Mohsen Ben Abdel Aziz Al-Fares (a member of the Board of Directors of Alinma Bank) has an indirect interest, namely, the issuance and renewal of insurance policies for the Bank for one (1) year without preferential conditions. The Bank owns 28.75% of the shares in Alinma Tokyo Marine. Transactions and contracts concluded between the parties in 2021 amounted to SAR 42,970,000. (attached hereto)
|E-Vote||All shareholders registered on Tadawulaty shall be able to remotely vote on the agenda items of the Ordinary General Assembly virtual meeting, which shall commence at 10:00 A.M on Saturday 08/09/1443 (corresponding to 09/04/2022) up to the end of the meeting. Registration and voting in Tadawulaty services shall be available for all shareholders free of charges through the following link: http://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||For inquiries, please contact Shareholder Relations Department on: 0112185252 or: shareholders@Alinma.com.|
|Additional Information||We would like to inform all shareholders that there shall be via a live audio broadcast of the meeting via the link available in Tadawulaty. |
As part of its keenness to safeguard the interests of its shareholders who did not receive dividends during the previous periods, Alinma Bank announces that a query feature has been included on the Bank’s website via the following link:
Any inquiries regarding this matter can be addressed to, and/or shall be handled by the Shareholder Relations Department which can be contacted via the telephone number 0112185252.
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.