The Board of Directors of The National Commercial Bank “NCB” (A Saudi Joint Stock Company) is pleased to invite its Shareholders to attend the 5th Extraordinary General Assembly Meeting (first meeting 2017). The meeting will be held at 18:30 on Wednesday 07 Shaaban, 1438H as per Umm Al Qura, corresponding to 03 May 2017 at NCB Head office - King Abdulaziz street – Al Balad district in Jeddah to review the following agenda:
- Vote on the Board Of Directors’ report for the fiscal year ending 31st December 2016.
- Vote on the Bank’s financial statements and its notes as at 31st December 2016.
- Vote on the Auditors’ report as at 31st December 2016.
- Vote on the recommendation of the Board of Directors to distribute cash dividends to the shareholders for the second half of the financial year ended 31st December 2016 amounting to (SAR 1,996,903,527); which is 1 Saudi riyals per share representing 10% of the nominal value of the share, after deducting zakat, for the shares eligible for earnings (i.e. 1,996,903,527 shares) after deduction of treasury stock (i.e. 3,096,473 shares). This in addition to what was distributed for the first half of the fiscal year 2016 as approved by the Board of Directors according to the delegation of the First Extraordinary General Assembly held on 20/05/2003. Accordingly, the total dividend for the year ended 31st December 2016 will be SAR 3,196,903,527, which is SAR 1.60 per share representing 16% of the nominal value of the shares after deduction of Zakat. The Dividend paid for the second half will be due to the shareholders of the bank registered with Securities Depository Center (SDC) at the end of the trading day of the Extraordinary General Assembly Meeting. The dividend will be distributed within 15 days from the date of the Assembly's approval of distribution.
- Vote on the delegation of the Board of Directors to distribute the interim dividend to shareholders in semiannual or quarterly basis.
- Vote on the appointment of the External Auditors recommended by the Audit Committee from among the nominees to audit the bank financial statements for the year 2017, interim condensed financial statements and quarterly financial statements and the approval of their fees.
- Vote on Directors’ remuneration and compensation in their capacity as Directors of the Board of the Bank, as included in the Board of Directors report, for the period from 1st January 2016 to 31st December 2016.
- Vote on Discharge of Board of Directors members from liabilities for their activities during the year ending 31st December 2016.
- Vote on the business license and contracts that will be concluded between the National Commercial Bank and the related parties and authorizing the same for the next year, either by accepting the medical insurance proposal provided by the Cooperative Insurance Company (Tawuniya) to provide medical insurance services to the NCB staff in 2017, with a total amount (SR 113,877,750). The proposal has been chosen through bidding without preferential conditions or benefits. HE Eng. Abdulaziz Abdullah Al-Zaid, NCB board member, has a direct interest of the insurance policy being a board member in Tawuniya Board of Directors. The contract value for 2016 amounted to (SR 133,339,061). The total amount of the contract did not exceed 1% of the total income of the Bank's operations according to the latest audited annual financial statements.
- Vote on the amendment of the Bank’s Articles of Association, in accordance with the New Companies Law (attached).
- Vote on Executives’ stock program that was approved by the Board of Directors as per Resolution No. 711/GS/15 dated 27/12/2015, and the delegation of the Board of Directors, when necessary, to amend the program. Also, to complete the purchase, on single or several phases, or as it deems fit, provided that the source of program funding shall be the Bank's profits and that the maximum number of shares permitted to be purchased for the program shall not exceed 4 million shares.
- Vote on the Charter of the Audit Committee.
- Vote on the formation of the Audit Committee, the rules of its members’ nomination, its functions, its work rules and remuneration of its members, until the end of the current cycle on 30th April 2018, according to the following:
- HE Dr. Saad bin Saleh Al-Ruwaita
- HE Dr. Saleh Bin Hamad Al Shonifi
- HE Dr. Yahya bin Ali Al-Jaber
- HE Mr. Khalid Bin Mohammed Al-Sulai'a
- HE Mr. Hani Bin Sulaiman Al-Shadoukhi
We would also like to inform the shareholders of the following:
- The meeting of the Extraordinary General Assembly (the first meeting) shall be valid if shareholders representing at least half of the capital attend. If the quorum for the first meeting is not complete, the second meeting will be held one hour after the expiry of the period specified for the first meeting. The second meeting is valid if shareholders representing at least one quarter of the bank's capital attend.
- Each shareholder shall have the right to attend the General Assembly meetings or to appoint another person who is not a member of the Board of Directors or employees of the Bank to attend the meeting and to vote on the items of its agenda in accordance with the power of attorney form (attached to this invitation). The power of attorney shall be authenticated by any of the Chambers of Commerce and Industry, if the shareholder is associated with any of them, or if the shareholder is a company or a legal entity; or from local licensed banks if the principal has an account in a bank, or licensed persons if the licensed person will authenticate it, or from the notaries or the persons who are licensed to authenticate.
The power of attorney form
- Shareholders who desire to appoint other persons to attend and vote on their behalf at the General Assembly meeting, are requested to send a copy of the authenticated power of attorney to the NCB Head Office in Jeddah at least 2 days before the date of the General Assembly meeting.
- Shareholders and/or their representatives are kindly requested to attend at least one hour prior to the meeting to complete their registration procedures. The original form of the power of attorney of the representatives must be presented along with to the original proof of their personal identity.
- The registered shareholders in the services of “Tadawulaty” website can vote remotely on the agenda of the General Assembly meeting through the (e-voting), noting that the e-voting begins from 4:30 pm on Sunday 04 Shaaban 1438 corresponding to 03/05/2017, and will continue until 11 am on Wednesday 07 Shaaban 1438H corresponding to 03/05/2017. Therefore, we wish all shareholders of the Bank to participate and vote remotely, by visiting the website of my transactions https://www.tadawulaty.com.sa. Please note that registration in the services of “Tadawulaty” and voting is available free of charge to all shareholders.
For further information, please contact Investor Relations via phone 0126464000, fax: 0126464466, or Email: Investorsrelation@alahli.com during official working hours.