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The Saudi British Bank (SABB) invites its shareholders to attend the Ordinary General Assembly meeting (the first meeting) virtually, through modern means of communications.

SAB 1060 4.63% 35.00 1.55
Element List Explanation
Introduction The Board of Director of SABB is pleased to invite the honorable shareholders to participate and vote in the Ordinary General Assembly Meeting (the first meeting), via electronic communication means using Tadawulaty, which will be held at 09:30 PM on Sunday 16 Ramadan 1443H, corresponding to 17 April, 2022.
City and Location of the General Assembly's Meeting Head Office, Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh - by means of modern technology (virtual meeting platform).
URL for the Meeting Location http://tadawulaty.com.sa
Date of the General Assembly's Meeting 2022-04-17 Corresponding to 1443-09-16
Time of the General Assembly's Meeting 21:30
Attendance Eligibility In accordance with the applicable rules and regulations, every shareholder registered in the bank's shareholder register in the depository center at the end of the trading session preceding the general assembly meeting is entitled to attend the assembly meeting.
Quorum for Convening the General Assembly's Meeting According to Article (38) of the Bank's Articles of Association, the meeting of the Ordinary General Assembly shall be valid if attended by shareholders representing at least half of the outstanding capital. If the necessary quorum is not reached to hold this meeting, a second meeting will be held one hour after the end of the period specified for convening the first meeting, and the second meeting shall be valid regardless of the number of shares represented therein.
General Assembly Meeting Agenda 1) Voting on the Board of Directors’ report for the fiscal year ending on 31 December 2021.

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

3) Voting on the auditor’s report on the Bank accounts for the fiscal year ending on 31 December 2021.

4) Voting on relieving the Directors from their liability for the year ending 31 December 2021.

5) Voting on the appointment of the external auditors from among the nominees, and determining their fees based on the Audit Committee’s recommendation to examine, review and audit the financial statements for the first, second, third and annual quarters of fiscal year 2022 and determine their fees.

6) Voting on paying an amount of SAR 4,713,493 as remuneration to the Board members for the fiscal year ending on 31 December 2021.

7) Voting on delegating the Board of Directors to distribute interim dividends on a biannual/quarterly basis for the fiscal 2022.

8) Voting on delegating to the Board of Directors the authorization 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.

9) Voting on the Board of Directors’ recommendation to distribute cash dividends to shareholders for the second half of the fiscal year ending on 31 December 2021, amounting to SAR 740 million at 0.36 halala per one share, which represents 3.6% of the nominal value of the share after deducting zakat, in addition to an amount of SAR 1,027million, which was previously distributed for the first half of the fiscal year 2021, thus bringing the total dividends distributed for the fiscal year ending on 31 December 2021 to the amount of SAR 1,767 million at SAR 0.86 per a share, which represents 8.6% of the nominal share value after deducting Zakat, Provided that the eligibility for dividends for the second half is for shareholders owning shares on the day of the General Assembly meeting, who are registered in the bank’s shareholders register at the Depository Center at the end of the second trading day following the due date, which falls on Tuesday 18 Ramadan 1443H corresponding to 19 April 2022.

Payment of dividends will commence effective on Monday 24 Ramadan 1443H corresponding to 25 April 2022. (attached)

10) Voting on the Board of Directors’ decision to appoint Mr. Suliman bin Abdulrahman AlGwaiz to the Board of Directors (an independent director) as of the date of his appointment on 01 November 2021, to complete the Board’s term until the end of the current term on 31 December 2022, (CV attached)

11) Voting on amending the rules of Audit Committee term of Reference. (attached)

12) Voting the transactions and contracts concluded between the Alawwal Invest Company, a wholly owned subsidiary of SABB (as “Buyer”), and HSBC Saudi Arabia (as “Seller”) during 2021, in which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss, Mr. Samir Assaf and Mr. David Dew (who retired as a Director during 2021) have an indirect interest as members representing the foreign partner HSBC Holding BV. This relates to the proposed transfer of: (i) the asset management business; (ii) the retail margin lending business; and (iii) the retail brokerage business from the Seller to the Buyer (the “Proposed Transaction”, pursuant to which SABB will extend funding to the Buyer in a total amount of SAR 440m to execute the Proposed Transaction. (attached)

13) Voting on the transactions related to the Performance Level Agreement between the Bank and HSBC Bank Middle East Limited (HBME) for professional services, Payments were made in the year 2021 amounting to SAR 13,881,000 including VAT, in which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss, Mr. Samir Assaf and Mr. David Dew (who retired as a Director during 2021) had an indirect interest as members representing the foreign partner HSBC Holding BV. (attached)

14) Voting on the transactions related to the Service Level Agreement between the Bank and HSBC Saudi Arabia (IBSA). Recoveries were made in the year 2021 amounting to SAR 24,320,000, including VAT, in which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss, Mr. Samir Assaf and Mr. David Dew (who retired as a Director during 2021) had an indirect interest as members representing the foreign partner HSBC Holding BV. (attached)

15) Voting on the transactions related to the Intra Group Service Agreement between the Bank and HSBC Holdings plc. Payments were made in the year 2021 amounting to SAR 22,194,000, including VAT, in which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss, Mr. Samir Assaf and Mr. David Dew (who retired as a Director during 2021) had an indirect interest as members representing the foreign partner HSBC Holding BV. (attached)

16) Voting on the transaction relating to financing syndication related services. Profit share paid to IBSA amounting to SAR 28,084,000 including VAT, in which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss, Mr. Samir Assaf and Mr. David Dew (who retired as a Director during 2021) had an indirect interest as members representing the foreign partner HSBC Holding BV. (attached)

Proxy Form
E-Vote Shareholders registered on the (Tadawulaty) electronic services website will be able to vote remotely on the Agenda of the OGM meeting, through the (electronic voting) service, starting from 10:00AM on Wednesday 12 Ramadan 1443H corresponding to 13 April 2022 until the end of meeting on Sunday 16 Ramadan 1443H corresponding to 17 April 2022G. Registration and voting in (Tadawulaty) services will be available and free for all shareholders by using the following link: www.tadawulaty.com.sa
Eligibility for Attendance Registration and Voting Eligibility for attendance registration and voting for the meeting ends at the time of the assembly meeting. The eligibility to vote on the assembly’s agenda for those present ends when the counting committee complete counting the votes.
Method of Communication Company Secretary -The Saudi British Bank (SABB) - During the bank official hours by the telephone number +966 114408440

or by E-mail [email protected]

or by the Fax number 0112763414

P.O. Box 9084, Riyadh 11413, Head Office.

Additional Information - All the documents related to the Ordinary General Meeting agenda above are available at the Bank Head office – Company Secretary Department.
Attached Documents      

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