Mubasher TV
Contact Us Advertising   العربية

Banque Saudi Fransi invites its shareholders to attend the Extraordinary General Assembly meeting (first meeting)

Default Company 1050.B 0.00% 0.00 0.00
Element List Explanation
Introduction Banque Saudi Fransi’s Board of Directors is pleased to invite its shareholders to attend the meeting of the Extraordinary General Assembly.
City and Location of the General Meeting Eighth floor of the Bank’s head office located in King Saud Road ex. (Al Ma’ather street) in Riyadh
Hyperlink of the meeting location https://goo.gl/maps/xswmhx1zZLp
Date of the General Meeting 2019-05-01 Corresponding to 1440-08-26
Time of the General Meeting 18:30
shareholding Eligibility to attend general assembly meeting Every shareholder registered in the bank’s shareholders register at the Depository Center at the end of the trading session prior to the meeting of the General Assembly according to the laws and regulations, taking into consideration that eligibility to register the attendance for the Assembly meeting shall end at the time of the meeting. Moreover, the right to vote on Assembly’s agenda for attendees ends when the Vote Counting Committee completed the counting process.
Quorum as percentage of shareholding The quorum for holding the Extraordinary General Assembly shall be considered valid if attended by shareholders who represent at least half of bank’s capital. If the required quorum has not been met, a second meeting will be held one hour after the end of the first meeting period. The second meeting shall be valid if the attending shareholders represent at least quarter of bank’s capital.
General Meeting Agenda 1- To vote on Board of Directors report for the fiscal year ending 31/12/2018.

2- To vote on the Auditors report for the fiscal year ending 31/12/2018.

3- To vote on bank’s financial statements as at 31/12/2018.

4- To vote on the Board of Director’s recommendation to distribute cash dividends of the second half of 2018 by (80) Halala per share, i.e a total of SR 959.49 million representing 8% of share’s nominal value. The entitlement shall concern the bank’s shareholders who owned shares on the day of Assembly meeting , and registered in the bank’s shareholders register at Depository Center at the end of the second trading day following the maturity date. These dividends will be distributed as of Thursday 11/09/1440 corresponding to 16/05/2019.

5- To vote on the Board of Director’s recommendation of cash dividends distributed for the first half of the fiscal year 2018 by an amount of SR 1,079.42 million by (90) Halala per share, representing 9% of share’s nominal value.

The total dividends distributed to shareholders for the fiscal year ending on 31/12/2018 is SR 2,038.91 million which is 1.70 SAR per share, representing 17% of share’s nominal value.

6- To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2019 on biannually or quarterly basis, and determining the maturity and disbursement date according to the laws and regulations in line with the Companies Law and as per the bank’s financial position, cash flow and expansion & investment plans.

7- To vote on the Board members’ clearance for their liabilities during the fiscal year ending 31/12/2018.

8- To vote on the appointment of external auditors from among the candidates recommended by the Audit Committee to audit the Bank’s annual financial statements for the first, second, third and annual financial statements for the fiscal year 2019 along with determining their fees.

9- To vote on remunerations paid to the Board’s directors for their membership included in the Board’s report for the period from 1 January 2018 to 31 December 2018.

10- To vote on the rules of long term incentives program for the bank’s employees.

11- To vote on the authorization to the Board of Directors to approve any future amendments to the rules of long term incentives program for the bank’s employees in case of the approval of item (10).

12- To vote on updating the policy of remuneration and compensation for Board members, committees members and executive management.

13- To vote on updating Audit Committee charter.

14- To vote on updating Nomination and Remuneration committee charter.

15- To vote on updating the policy of nomination, membership, assessment and succession of Board of Directors.

16- To vote on updating the Social Responsibility policy.

17- To vote on the restructure of Audit Committee starting from 01/05/2019 and ends on 31/12/2021 as per the Board’s recommendation dated 05/04/1440 corresponding to 10/01/2019 and determining its responsibilities and work frame and its members’ compensation, of which composition is:

1- Mr. Bader Abdullah Al Issa- Chairman from the Board of Directors.

2- Dr. Ghazi Abdulrahim Al Rawi- a member from the Board of Directors.

3- Dr. Mohammed Ali Ikhwan- Member (Non Board Member) .

4- Mr. Mohammed Othman Al Subaie- Member ( Non Board Member)

5- Mr. Mamdouh Suliman Al Majed- Member ( Non Board Member)

18- To vote on transactions and contracts between the bank and BOD member Dr. Khalid H. Mutabagani, who has a direct interest as the owner of the location. It consists of renting a location for ATM without preferential terms by a contract from 01/06/2001 to 31/05/2020 with an annual rent of SR (40,000).

19- To vote on transactions and contracts between the bank and Etihad Etisalat Company “Mobily”, where Mr. Suliman Abdulrahman Al Gwaiz (Board of Directors member) has indirect interest as he is the chairman of Etihad Etisalat Company “Mobily” Board. It consists of a contract to provide many services such as text messages, internet and others. The value of these transactions reached in 2018 SR (5,197,847) without preferential terms.

20- To vote on amendment of article (27) of Bank’s bylaws related to “Attending the General Assemblies”.

21- To vote on amendment of article (30) of Bank’s bylaws related to “Invitation to the General Assemblies”.

22- To vote on amendment of article (42) of Bank’s bylaws related to “Financial documents”.

E-Vote The shareholders registered in Tadawulaty services may vote on the items of the General Assembly agenda online on Saturday 22/08/1440H corresponding to 27/04/2019 starting from 10:00 AM until 04:00 PM of the meeting day. Registration and voting shall be available free of charge in Tadawulaty services for all shareholders by using the following link: www.tadawulaty.com.sa.
Additional Information A shareholder has the right to assign another person who is not a board member or a staff by issuing a written PoA authenticated by:

An Industrial Commercial Chamber if the shareholder is a subscriber, legal company or institution.

One of the licensed bank or authorized persons in the Kingdom, provided that the assignor has an account with the bank or the authorized person who conducts the authentication.

A Notary or authorized persons.

The shareholder or his assignor shall deliver the bank with a copy of the power of attorney at least 2 days before the meeting date, either by Fax (Nr.:011/4037261) or posted to the bank’s head office located in King Saud Road ex.(Al Ma’ather) P.O. Box 56006 Riyadh 11554 or by hand to the Corporate Secretary office- the Board of Directors’ Secretary.

It is worth mentioning that the assignor shall present the original PoA before the commencement of the meeting, bearing in mind that all shareholders and their assignors shall present their ID.

For further inquiries, please call the bank’s shareholders affairs as follows: Tel. 011 2891136, 011 2891179 Fax: 0114037261 Email: [email protected].

Comments