Al-Ahli General Assembly Approves Increase in Authorized Capital to 600 Million Dinars
Amendment of Articles 4 and 5 of the Bylaws and Article 6 of the Memorandum of Association
The increase grants the bank greater long-term flexibility, supporting its strategic development and future growth.
Talal Bahbahani: A pivotal point that supports our readiness to transition to a new stage of growth, expansion, and development of the Group’s capabilities.
Van der Toel: This step contributes to enhancing the bank’s proactive preparedness and grants it higher flexibility to address any future requirements.
The Extraordinary General Assembly of Al Ahli Bank of Kuwait (ABK) Group approved an increase in the Group’s authorized capital from 274.865 million Kuwaiti Dinars to 600 million Kuwaiti Dinars, distributed across 6 billion shares, each valued at 100 fils.
The Assembly also approved that the Board of Directors, by its decision, may increase the issued and fully paid-up capital within the limits of the authorized capital, call for the increase, and register the increase in the issued and paid-up capital in the Commercial Register. It further approved determining the terms and conditions of the increase, in whole or in part, in one or more installments within the authorized capital, through a decision specifying the amount, methods, and dates or dates of the call, as well as all other terms and provisions, including the subscription, trading, maturity, and distribution periods related to the bank’s capital increase.
Subscription Priority
The General Assembly authorized the Board of Directors to take all necessary actions in this regard, granting bank shareholders priority rights to subscribe to the cash increase in proportion to their shareholding in the bank’s capital for a period of no less than 15 days from the opening of the subscription window. Thereafter, the Board of Directors may extend the period for exercising priority rights and allocate any surplus shares not subscribed to by existing or new shareholders, in accordance with legal provisions. The Board may also dispose of fractional shares resulting from the increase in a manner it deems appropriate, while adhering to regulatory requirements.
The Assembly also approved empowering the Board of Directors, in cases other than capital increases, to issue free bonus shares distributed to shareholders. It authorized the Board to decide on adding an issuance premium with each new increase or subscription, and to determine the value of this premium to be added to the nominal value of the increased shares. Simultaneously, shareholders approved that the Board of Directors may engage any suitable entity to execute all or part of the aforementioned measures, ensuring compliance with legal provisions, regulations, and decisions and directives of regulatory authorities.
Amendment of Article 4
Article 4 of Al Ahli Bank of Kuwait’s Bylaws was amended to read as follows: “The purposes for which the company was established are as follows: Traditional banking,” replacing the previous wording: “Engaging in all commercial banking services and operations, whether for its own account or on behalf of others.” Additionally, Articles 5 of the Bylaws and Article 6 of the Memorandum of Association were amended to read: “The bank’s authorized capital is set at 600 million Kuwaiti Dinars, distributed across 6 billion shares, each valued at 100 fils, with all shares being cash-funded.”
The issued and fully paid-up capital of the bank was set at 274,865,010.800 fils, distributed across 2,748,650,108 shares, each valued at 100 fils, with all shares being cash-funded.
Timing and Calendar
Political Analysis
The General Assembly was attended by 86.667% of shareholders. It was held at the Group’s headquarters, chaired by Board of Directors Chairman Talal Mohammad Reza Bahbahani, and attended by Group Chief Executive Officer Gilles Jean Van der Toel. The Assembly also approved the amendment of Articles 4 and 5 of the Bylaws and Article 6 of the Memorandum of Association.
A Pivotal Turning Point
In this regard, Behbahani affirmed that the General Assembly’s approval to increase the authorized capital of the Kuwaiti Egyptian National Bank Group represents a fundamental milestone that supports its readiness to transition to a new stage of growth, expansion, and capacity development.
He added that this measure provides the bank with long-term flexibility and strength to support its long-term strategy, prepare for increasing its capital base as the group’s business volume grows, respond to financing opportunities as they arise, and meet regulatory requirements. He clarified that this is a preparatory step within the framework of corporate governance, noting that the KD 600 million figure represents the maximum authorized capital limit and does not imply a commitment by the bank to issue capital at that value.
He continued, “The decision enhances the bank’s flexibility and readiness during the preparation and implementation of its new five-year plan, and enables the Board of Directors to respond to any future capital needs within the authorized ceiling, in accordance with necessary approvals and regulatory requirements.”
Behbahani concluded his statement by saying, “The significant trust placed in us by shareholders imposes on us the responsibility to manage the bank prudently and create long-term added value, as we continue our efforts to achieve growth and maintain high operational flexibility and efficiency.”
Enhancing Proactive Readiness
Van der Toel stated that the purpose of increasing the authorized capital is to enhance growth and expansion in project financing, both in Kuwait and in the countries where the group operates. He added that the significance of this step lies in raising the legal ceiling for authorized capital, thereby paving the way for management to request an increase in paid-up capital or open the subscription window as soon as opportunities arise, thereby reducing implementation time and obtaining required approvals. He considered that the importance of this step lies in strengthening the bank’s proactive readiness and granting it greater flexibility to address any future requirements with precision.
Van der Toel emphasized the National Bank Group’s commitment to continuing its prudent strategic approach and applying the highest standards of governance and risk management, to ensure sustainable growth and consolidate its position as a preferred choice for existing customers and to attract new ones. He stated, “We will continue to invest in future technologies, enhance digital infrastructure, adopt artificial intelligence solutions, develop financial products that meet customer aspirations, and build a flexible business model capable of adapting to various economic changes.”
Consolidating Competitive Position
Van der Toel affirmed, “We will continue to consolidate our competitive position in the banking sector, seize promising opportunities, and meet the aspirations of customers and shareholders, while continuing to support the Kuwaiti economy. We remain firmly committed to our shareholders to continue working diligently to achieve further accomplishments that consolidate the position and leadership of the Kuwaiti Egyptian National Bank Group in the banking sector.”
He concluded that the Kuwaiti Egyptian National Bank Group continues to implement its vision and will not be content with merely keeping pace with development; rather, it aims to provide rewarding and sustainable returns for all its stakeholders, while maintaining its position among the fastest-growing and most influential financial and banking institutions, and achieving new horizons of success.
