after meeting the quorum by the presence of (67.41%) of the shares representing the capital.

The meeting was attended by the following Members of the Board of Directors:

1- Mr. Mazin Abdulrazzak Al Romaih (Board Chairman and Executive Committee Chairman)

2- Eng. Talal Ibrahim Al Maiman (Vice Board Chairman, Chairman of the Strategy Committee and Chairman of the Corporate Social Responsibility Committee)

3- Mr. Abdulrahman Rashed Al-Rashed (Chairman of the Nominations and Remunerations Committee)

4- Dr. Khalid Hamed Al Mutabagani

5- Mr. Bader Abdullah Al Issa (Chairman of Audit Committee)

6- Mr. Abdullatif Ahmad Al Othman (Chairman of the Board Risk Committee)

7- Dr. Ghazi Abdulrahim Al Rawi

8- Mr. Khalid Omran Al Omran

9- Eng. Rayan Mohammed Fayez

Mr. Timothy Clark Collins apologized for not attending.

2- Approval of the Auditors report for the fiscal year ending 31/12/2018.

3- Approval of the bank’s financial statements as at 31/12/2018.

4- Approval of 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 own 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- Approval of 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- Approval to authorize the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2019 on biannually or quarterly basis, and determine the maturity and disbursement date according to the laws and regulations in application of the Companies Law and as per the bank’s financial position, cash flow and expansion & investment plans.

7- Approval of the Board members’ clearance for their liabilities during the fiscal year ending 31/12/2018.

8- Approval to appoint PWC and KPMG as auditors for the Bank 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- Approval of the remunerations paid to the Board’s Directors for their membership as detailed in the Board’s report for the period from 1 January 2018 to 31 December 2018.

10- Approval of the rules of long term incentives program for the bank’s employees.

11- Approval to authorize the Board of Directors to implement any future amendments to the rules of long term incentives program for the bank’s employees.

12- Approval of the updated policy of remuneration and compensation for Board members, committees members and executive management.

13- Approval of the updated Audit Committee charter.

14- Approval of the updated Nomination and Remuneration Committee charter.

15- Approval of the updated policy of nomination, membership, assessment and succession of Board of Directors.

16- Approval of the updated Social Responsibility policy.

17- Approval of the restructure of Audit Committee of which term starts 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 scope of work 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- Approval of transactions and contracts between the bank and BOD Member Dr. Khalid H. Mutabagani, who has a direct interest as the owner of a location. It consists of renting a location for an ATM without preferential terms by a contract from 01/06/2001 to 31/05/2020 with an annual rent of SR (40,000).

19- Approval of transactions and contracts between the bank and Etihad Etisalat Company “Mobily”, where Mr. Suliman Abdulrahman Al Gwaiz (Board 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 (5,197,847) in 2018 SR without preferential terms.

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

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

22- Approval of the amendment of article (42) of Bank’s bylaws related to “Financial documents”.