Bank Albilad GA Discusses BOD Recommendation to Increase Capital to SR10 bln

The Board of Directors invited the Bank’s shareholders to attend the extraordinary general assembly meeting which includes the Bank’s Capital Increase (First Meeting) that will be conducted by means of modern technology, in order to ensure the safety of the bank’s shareholders and to support the efforts and preventive measures and measures by the competent and relevant health authorities to address the new coronavirus(COVID-19),and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take preventive measures to prevent its spread.

Meeting Agenda:

1. Voting on the Board of Directors’ report for the fiscal year ending on 31 December 2021.

2. Voting on the external auditors report for the fiscal year ending on 31 December 2021.

3. Voting on the financial statements for the fiscal year ending on 31 December 2021.

4. Voting on appointing the auditors for the Bank from among the candidates based on the Audit Committee’s recommendation. The appointed auditors shall examine, review and audit the (second, third) quarter and annual financial statements of the fiscal year 2022, and the first quarter of the fiscal year 2023, and the determination of the auditors’ remuneration.

5. Voting on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2021

6. Voting on the Board of Directors recommendation to increase the capital by way of issuing bonus shares as follows:

a. Total amount of increase: SR2,500 Million

b. Capital before increase: SR 7,500 Million. Capital after increase: SR 10,000 Million. Increase percentage: 33.33%

c. Number of shares before increase: 750 Million shares. Number of shares after increase: 1,000 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 SR 2,500 M from the retained earnings by granting one share for every three 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. Voting to amend Article No. 7 relating to Capital, of the Articles of Association of the Bank.

7. Voting on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2022.

8. Voting on paying an amount of (SAR 3,520,000) as remuneration to the Board members by (320) thousand riyals for each member for the fiscal year ending on 31 December 2021.

9. Voting on the election of 11 of board members from among the candidates for the next term, which will start from 17 Apr 2022 for a period of three years ending on 16 Apr 2025

10. Voting on forming the Audit Committee, defining its duties, operating controls, and remuneration for its members for the new term that starts on 17 Apr 2022 for a period of three years ending on 16 Apr 2025, noting that the candidates are

1. Mr. Adeeb Mohammed Abanumai

2. Mr. Mohammed Farhan bin Nader

3. Mr. Abdulaziz Abdullah Alakil

11. Voting on forming the Shariah Committee for the new term that starts on 17 Apr 2022 for a period of three years ending on 16 Apr 2025, noting that the candidates are

1. Dr. Abdullah Musa Al-Amar

2. Dr. Muhammad Saud Al-Osaimi

3. Dr. Yusuf Abdullah Al-Shubaili

12. Voting on the amendments of the Audit Committee Charter

13. Voting on the amendments of the succession policy for members of the Board of Directors and its committees

14. Voting on the amendments of the policy of rules and controls for nomination and appointment in the Board of Directors and its committees

15. Voting on the amendments of Rules and standards proceeding to BoD member of competing with the Bank or any of its activities

16. Voting on delegating to the Board of Directors the authorisation powers of the General Assembly stipulated in paragraph (1) of Article 71 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 Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.