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SABB Takaful Co. announces the results of the Ordinary general meeting First Meeting

SABB TAKAFUL 8080 -2.87% 11.50 -0.34
Element List Explanation
Introduction SABB TAKAFUL ANNOUNCES ITS ORDINARY GENERAL MEETING

RESULTS (FIRST MEETING)

The following Board members attended the meeting:

1. Mr. Husam AlHugail (Deputy Board Chairman and the Chairman

of Nomination and Remuneration Committee)

2. Mr. Naif Alabdulkareem (Deputy Chairman of Executive

Committee)

3. Mr. Richard Hinchley (Chairman of Board Risk Committee)

4. Mr. Feras Abalkhail

The following Directors apologized from attending:

1. Mr. Mohammed AlShayea

2. Mr. Sami Almuhaid

3. Mr. Bander AlMuhanna

4. Mr. Ian More

Also, Dr. Abo Baker Bajaber, Audit Committee member, has

attended the OGM as representative of the Committee.

City and Location of the General Meeting Saudi British Bank (SABB) Head Office, located at Prince Abdulaziz

Bin Musaid Bin Jalawi Street in Riyadh

Date of the General Meeting 2019-05-13 Corresponding to 1440-09-08
Time of the General Meeting 21:30
Percentage of Attending Shareholders 65.14 %
Voting Results on the Agenda I. Approve the Board report for the fiscal year ending 31 December 2018.

2. Approve the financial statements for the fiscal year ending 31 December 2018.

3. Approve the Auditors report for the fiscal year ending 31 December 2018.

4. Relieve the Directors from their liability for the year ending 31 December 2018.

5. Approve the appointment of the Auditors of the Company from the nominees based on the recommendation of the Audit Committee to review and audit the financial statements of the second and third quarter and the annual financial statements for the year 2019, and the first quarter for the year 2020 and determining their fees.

6. Approve the disbursement of SAR 757,055 as rewards and compensation to the members of the Board of Directors for the fiscal year ending 31 December 2018.

7. Approve authorizing the Company’s transactions and contracts represented by various annual insurance contracts with a party which has relation with (SABB) in which Board members: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have an indirect interest with as SABB representatives, and to authorize it for a following year. In knowledge that the nature of transactions in 2018 was various annual insurance contracts (Property all risk, Public Liability, Business Interruption, Electronic Equipment, Sabotage & Terrorism, Group Creditor, Group Care, and Credit Shield) with a total contribution amount of SAR 39,254 thousand and claims paid with a total amount of SAR 31,964 thousand. There are no special or preferential terms with the mentioned contracts in this item.

8. Approve authorizing the Company’s transactions and contracts represented in annual operation servicing contracts, use of Fixed Asset and IT infrastructure with a party who has relation with (SABB) in which Board member: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have an indirect interest with as SABB representatives and to authorize it for a following year. In knowledge that nature of transitions in 2018 were various annual operation servicing contracts, use of Fixed Assets and IT infrastructure with a total amount of SAR 2,695 thousand. There are no special or preferential terms with the mentioned contracts in this item.

9. Approve authorizing the Company’s transactions and contracts represented in Investment Income of Murabaha Deposits with a party who has relation with (SABB) in which Board members: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have indirect interest with as SABB representatives, and to authorize it for a following year. In knowledge that nature of 2018 was Investment Income on Murabaha Deposits with a total amount of SAR 896 thousands. There are no special or preferential terms with the mentioned contracts in this item.

10. Approve authorizing the Company’s transactions and contracts represented in annual insurance agency contracts exclusive to sale the Company products with a party who has relation with (SABB Insurance Agency Ltd) in which Board members: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have indirect interest with as SABB representatives and to authorize it for a following year. In knowledge that nature of transactions in 2018 was an annual insurance agency contract for selling Company’s products exclusively, and the total commission paid is SAR 3,581 thousands. There are no special or preferential terms with the mentioned contracts in this item.

11. Approve authorizing the Company’s transactions and contracts represented in various annual insurance contracts with a party who has relation with (HSBC Saudi Arabia Ltd) where Board members: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have indirect interest with as SABB representatives and to authorize it for a following year. In knowledge that nature of transaction in 2018 was various annual insurance contracts (Property all risk, Public Liability, Business Interruption, Electronic Equipment, Sabotage & Terrorism) with total amount of SAR 149 thousands. There are no special or preferential terms with the mentioned contracts in this item.

12. Approve authorizing the Company’s transactions and contracts represented in Policyholders’ Investment fund management contract for Family Takaful for individuals in HSBC Saudi Arabia Ltd. Investments Fund with a party who has relation with (HSBC Saudi Arabia Ltd.) where Board members: Naif Al Abdulkareem, Sami Al Muhaid, Ian Moore, Richard Hinchley and Moahmmed AlShayea have indirect interest with as SABB representatives and to authorize it for a following year. In knowledge that nature of transaction in 2018 was Policyholders’ Investment fund management contract for Family Takaful for individuals in HSBC Saudi Arabia Ltd. Investments Fund amount of SAR 352,115 thousands where the units purchased during the year is SAR 77,971 thousands, while the units sold during the year is SAR 110,957 thousands. The rebate fees received on unit-linked investments is SAR 1,598 thousands. There are no special or preferential terms with the mentioned contracts in this item.

13. Approve the amendments made on the Company’s Corporate Governance Policy

14. Approve the amendments made on the Nomination and Remuneration Committee Terms of Reference

15. Approve the amendments made on the Audit Committee Terms of Reference

16. Approve the Policy Governing the relationship with Stakeholders

17. Approve the Policy & Criteria for selection & Appointment of Directors

18. Approve the board of directors decision on appointing Mr. Feras Abdulaziz Abalkhail (independent member) starting from 15/10/2018 until the end of the current cycle 14/05/2019 as a replacement of Mr. Mohammed AlYahya (independent member).

Additional Information * Voting result ( continued ) :

19. Elect the board of directors for the next Board Term starting from 15/05/2019 until 14/05/2022, the elected Directors are as follows:

- Mr. Mohammad Abdulaziz Alshayea

- Mr. Sami Jadaan Almuhaid

- Mr. Yasser Ali Albarrak

- Mr. Bashaar Yahya Alqunaibit

- Mr. Ian Keith Moore

- Mr. Feras Abdulaziz Abalkhail

- Mr. Salman Ahmed Akbar

- Mr. Ayman Wajeh Altaweel

20. Approve the formation of the Audit Committee and its duties, work procedures and its members remuneration for the new cycle starting from 15/05/2019 until 14/05/2022, and to appoint the following members:

1- Salman Ahmed Akbar as BoD member & chairman of the Audit Committee

2- Dr. Abobaker Bajaber as non BoD member of Audit Committee

3- Khalid Althukair as non BoD member of Audit Committee

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