Bank Albilad announces the results of the Extraordinary General Assembly Meeting which includes the Capital Increase (First Meeting)
Element List | Explanation |
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Introduction | The Board of Directors is pleased to announce the results of the 15th Extraordinary general assembly meeting which includes the Capital Increase (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 | 2025-04-14 Corresponding to 1446-10-16 |
Time of the General Assembly’s Meeting | 18:30 |
Percentage of Attending Shareholders | 70.05% |
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 2024 was viewed and discussed.
2) Approved the external auditor’s report for the fiscal year ending on 31 December 2024 after discussed.
3) The Financial Statements for the fiscal year ending on 31 December 2024 were viewed and discussed.
4) Approved on reappointment of )Ernst & Young (EY) with the amount of SAR 2,500,000 excluding VAT and Price Water House Coopers (PwC) with the amount of SAR 2,500,000 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 2025, and the first quarter of the fiscal year 2026, 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 2024.
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 12,500 Million. Capital after increase: SAR 15,000 Million. Increase percentage: 20% c) Number of shares before increase: 1,250 Million shares. Number of shares after increase: 1,500 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 1,500 million from the retained earnings and SAR 1,000 million from statutory reserve by granting one share for every five 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 on amend Article No. 7 relating to Capital, of the Articles of Association of the Bank.
7) Approval on the election of board members from among the candidates for the next term, which will start from 17 Apr 2025 for a period of three years ending on 16 Apr 2028. The following members were elected: 1) Mr. Nasser Mohammed Ibrahim Alsubaei – Non Executive 2) Mr. Adeeb Mohammed Abdulaziz Abanumi – Independent 3) Mr. Abdulaziz Mohammed Ali Alonaizan - Executive 4) Mr. Khalid Abdulrahman Saleh Alrajhi – Non Executive 5) Mr. Nasser Sulaiman Abdullah Alnasser – Independent 6) Mr. Mohammed Abdulrahman Abdulaziz Alrajhi – Non Executive 7) Mr. Haitham Mohammed Abdulrahman Alfayez – Independent 8) Mr. Muadh Abdulrahman Hasan Alhusaini – Independent 9) Mr. Haitham Sulaiman Abdulaziz Alsuhaimi – Non Executive 10) Mr. Zaid Abdulrahman Abdullah Alquaiz – Non Executive 11) Mr. Abdulaziz Abdulhameed Abdulrahman Albassam – Non Executive
8) Approved on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2025.
9) 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 2024.
10) Approved on authorizing the elected Board of Directors with the powers of the Ordinary General Assembly as stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized Board’s term, whichever comes first, in accordance with the controls and conditions based on the Implementing Regulations of the Companies Law related to listed joint-stock companies regarding transactions and contracts in which a Board member has a direct or indirect interest.
11) Approved on authorizing the elected Board of Directors with the powers of the Ordinary General Assembly as stipulated in paragraph (2) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized Board’s term, whichever comes first, in accordance with the controls and conditions based on the Implementing Regulations of the Companies Law related to listed joint-stock companies regarding engaging in competing business activities.
12) Approved on amending Article 19 of the bank’s Articles of Association related to Board Committees.
13) Approved on amending the Audit Committee Charter.
14) Approved on amending the Corporate Social Responsibility Policy. |
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