Al-Ahli Bank invites its shareholders to hold a general contract on March 1, 2021 to vote on the merger with Samba and increase the bank’s capital

Logo “National Commercial Bank”

The board of directors of the National Commercial Bank has invited the shareholders of the bank to attend the extraordinary general meeting which includes the capital increase of the National Commercial Bank (the first meeting), which is to be held at exactly 7 hours: 30 hours on Monday 01 March 2021 thanks to modern technological means.

The agenda for the meeting includes the following items:

1 – To vote on the proposals for modification of the statutes of the National Bank according to the formula appearing in appendix n ° (1) of this call, provided that these modifications take effect with immediate effect.

2 – Vote in view of the merger of Samba Financial Group into the National Bank in accordance with the provisions of Articles 191 to 193 of the Companies Act, by issuing (0.739) AlAhli Bank share for each share of Samba Financial Group, in accordance with the terms and the conditions of the merger agreement between National Bank and Samba Group Finance concluded on October 11, 2020, Including voting on the following matters relating to the merger transaction:

A) To vote on the provisions of the merger agreement concluded between AlAhli Bank and Samba Financial Group on October 11, 2020.

B) Vote to increase the capital of the National Bank from 30 billion Saudi riyals to 44.78 billion Saudi riyals, in accordance with the terms and conditions of the merger agreement, provided that this increase is effective upon entry into force. effect of the merger in accordance with the provisions of the Companies Act and the merger agreement.

C) To vote on the proposals for modification of the statutes of the National Bank according to the formula appearing in appendix n ° (2) of this invitation, provided that these modifications take effect at the time of the merger.

D) To vote to authorize the Board of Directors of the National Bank, or any person authorized by the Board of Directors, to take any decision or take any measure which may be necessary to implement any of the above decisions .

It should be noted that the Capital Market Authority today released its decision, which includes the approval of the National Commercial Bank’s request to increase the capital of the National Commercial Bank from 30 billion riyals to 44 billion , 78 billion riyals, by issuing 1478 million ordinary shares, for this purpose. merger of Samba Financial Group into National Commercial Bank Transfer of all assets and liabilities of Samba Financial Group to National Commercial Bank via a securities exchange offer.