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Banque Saudi Fransi announces the results of the Extraordinary General Assembly (First Meeting)

BSFR 1050 0.67% 30.20 0.20
Element List Explanation
Introduction The Board of Directors of Banque Saudi Fransi is pleased to announce the results of the Extraordinary General Assembly’s Meeting (1st Meeting) which was held at 6:30 p.m. on Thursday, 15/04/1441H corresponding to 12/12/2019 G at the 8th floor of Bank’s Head Office located at King Saud Road (ex. Al Ma’ather street) – Riyadh after meeting the quorum by the presence of (69.12%) of the shares representing the capital.
City and Location of the General Assembly's Meeting Eighth floor at the Bank’s Head Office located at King Saud Road (ex. Al Ma’ather street), Riyadh.
Date of the General Assembly's Meeting 2019-12-12 Corresponding to 1441-04-15
Time of the General Assembly's Meeting 18:30
Percentage of Attending Shareholders 69.12
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The meeting was attended by the following Members of the Board of Directors:

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

2- Eng. Talal Ibrahim Al Maiman (Vice Board Chairman).

3- Mr. Bader Abdullah Al Issa.

4- Mr. Abdullatif Ahmad Al Othman.

5- Dr. Ghazi Abdulrahim Al Rawi.

6- Mr. Khalid Omran Al Omran.

7- Eng. Rayan Mohammed Fayez.

8- Mr. Timothy Clark Collins.

Mr. Abdulrahman Rashed Al-Rashed and Dr. Khalid Hamed Al Mutabagani apologized for not attending.

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf 1- Mr. Mazin Abdulrazzak Al Romaih (Chairman of the Executive Committee).

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

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

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

Voting Results on the Items of the General Assembly's Meeting Agenda's 1-Approval of Board’s resolution to appoint Mr. Timothy Clark Collins as (independent member) in company’s Board of Directors as of 23/4/2019 until the end of current session (31/12/2021).

2- Approval of amending Article (24) of Bank’s Bylaws related to Board’s Chairman, Vice Chairman and Secretary of the Board.

3- Approval of amending Article (5.3.1) of social responsibility’s policy.

4- Approval of authorizing the Board of Directors to endorse the programs of corporate social responsibility, annually.

5- Approval of transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company where the BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (285,000) SAR annually (contract’s term from 15/08/2016 to 14/08/2018) without preferential terms in these transactions and contracts.

6- Approval of transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company. The BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (237,500) SAR annually (contract’s term from 01/06/2015 to 31/05/2018) without preferential terms in these transactions and contracts.

7- Approval of transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company. The BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (261,250) SAR annually (contract’s term from 01/09/2017 to 31/08/2018) without preferential terms in these transactions and contracts.

8- Approval of transactions and contracts concluded between the Bank and Kingdom Compound owned by Kingdom Holding Company. The Board Member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (269,000) SAR annually (contract’s term from 01/04/2015 to 31/03/2018) without preferential terms in these transactions and contracts.

9- Approval of transactions and contracts concluded between the Bank and Kingdom Compound owned by Kingdom Holding Company. The Board Member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (247,000) SAR annually (contract’s term from 18/01/2017 to 17/01/2018) without preferential terms in these transactions and contracts.

10- Approval of the Board of Directors’ right to delegate the authorization powers stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the Ordinary General Assembly’s approval, or until the end of the authorized Board of Directors’ session whichever is earlier, in accordance with the terms stated in the Regulatory Rules and Procedures Issued Pursuant to the Companies Law related to listed joint-stock companies.

11- Approval of the standards for the participation of a member of the Board of Directors in a business that would compete with the bank or any of its activities.

12- Approval of the participation of Mr. Khalid Al-Omran, a member of the Board of Directors in a business that would compete with the Bank, as he is a member of the Board of Directors of Goldman Sachs- Saudi Arabia.

13- Approval of appointing EY and KPMG as External Auditors among the candidates based on the Audit Committee recommendation to conduct the quarterly and annual audit of financial statements in 2020 and determining their fees.

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