THE NATIONAL COMMERCIAL BANK (NCB) ANNOUNCES THE RESULTS OF THE EXTRAORDINARY GENERAL MEETING, WHICH INCLUDES THE APPROVAL OF THE INCREASE IN THE SHARE CAPITAL OF NCB (FIRST MEETING)
|Introduction||The Board of Directors of the National Commercial Bank (“NCB”) announces the results of the Extraordinary General Meeting (“EGM”) which includes the approval of the increase in the share capital of NCB (First Meeting).|
|City and Location of the Extraordinary General Assembly's Meeting||The Extraordinary General Meeting was held through modern technology.|
|Date of the Extraordinary General Assembly's Meeting||2021-03-01 Corresponding to 1442-07-17|
|Time of the Extraordinary General Assembly's Meeting||19:30|
|Percentage of Attending Shareholders||64.98%|
|Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees||The following NCB's Board members attended the meeting: |
1. Mr. Saeed Mohammed Al-Ghamdi (Chairman of the Board of Directors)
2. Mr. Rashed Ibrahim Sharif (Vice Chairman)
3. Mr. David Jeffrey Meek
4. Mr. Marshall Charles Bailey
5. Mr. Anees Ahmed Moumina
6. Mr. Saud Sulaiman Al Juhani
7. Mr. Mohammed Ali Al Hokal
8. Mr. Ziad Mohammed Al Tunisi
9. Mr. Zaid Abdulrahman Al Gwaiz
No one was absent
|Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf||1. Mr. Saeed Mohammed Al-Ghamdi- - Chairman of the Board of Directors and Chairman of the Executive Committee |
2. Mr. Marshall Charles Bailey -Risk Committee Chairman
3. Mr. Mohammed Ali Al Hokal -Audit Committee Chairman
4. Mr. Zaid Abdulrahman Al Gwaiz- Nomination, Compensation, and Governance Committee Chairman
|Voting Results on the Items of the General Assembly's Meeting Agenda's||1- Approve the proposed amendments to the NCB Bylaws in accordance with the format described in (Annex 1) of this announcement, which shall take effect immediately after the EGM. |
1- Approve the proposed merger (the "Merger") of the National Commercial Bank and Samba Financial Group ("Samba Group") to be effected by way of a merger pursuant to Articles 191 to 193 of the Companies Law issued under Royal Decree No. M/3 dated 28/1/1437H (corresponding to 10/11/2015G) (the "Companies Law"), through the issuance of 0.739 new NCB shares for every share in Samba Group subject to the terms and conditions of the merger agreement entered into between NCB and Samba Group on 24/2/1442H (corresponding to 11/10/2020G) (the "Merger Agreement"). In addition, the approval of the following matters relating to the Merger:
a) The approval of the terms and conditions of the Merger Agreement entered into between NCB and Samba Group on 24/2/1442H (corresponding to 11/10/2020G).
b) The approval of the increase of the share capital of the National Commercial Bank from SAR 30,000,000,000 to SAR 44,780,000,000, subject to the terms and conditions of the Merger Agreement and with effect from the Effective Date, pursuant to the Companies Law and the Merger Agreement.
c) The approval of the proposed amendments to the NCB Bylaws in accordance with the format described in (Annex 2) of this announcement, which shall take effect upon the Merger completion.
d) Approval on the authorisation of the Board of Directors of NCB, or any person so authorised by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.
|Additional Information||The Merger will become effective after satisfying all of the Merger conditions, including the condition related to the creditor objection period in accordance with the Merger Agreement and Article (193) of the Companies Law and as set out in the Shareholder Circular. |
The share capital of NCB will be increased through the issuance of new shares in favour of Samba Group shareholders for the purposes of merging Samba Group into NCB pursuant to Articles 191-193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations in accordance with the following:
1. The capital of NCB will increase from SAR 30,000,000,000 to SAR 44,780,000,000, which represents an increase of 49.3% of NCB’s issued share capital;
2. The shares of NCB will increase from 3,000,000,000 shares to 4,478,000,000 shares;
3. NCB will issue 0.739 new NCB shares for every share in Samba Group;
4. The capital increase shall become effective upon the Merger becoming effective as set out in the Shareholders Circular (the “Effective Date”); and
5. Eligibility will be to the shareholders owning shares in Samba Group on the Effective Date, and who are registered in the shareholders’ register of Samba Group at the end of the second trading period following the Effective Date.
For further details on the increase in the share capital, the Merger and its terms and conditions as well as other matters related to it including related parties, the procedures for completing the Merger and the relevant risks, the shareholders should refer to the Shareholders Circular, which was published by NCB on Tadawul website.
The Capital Market Authority and the Saudi Stock 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.