Banque Saudi Fransi invites its shareholders to attend the Extraordinary General Assembly Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | Banque Saudi Fransi’s Board of Directors is pleased to invite its shareholders to participate the meeting of the Extraordinary General Assembly taking place on Wednesday 13/05/2020 corresponding to 20/09/1441 at 10:00.
According to the Capital Market Authority (CMA) circular to suspend attending general assemblies until further notice, and only conducting the meetings through means of modern technology in order to ensure the safety of traders in the Saudi Exchange market, and to support the efforts and precautionary measures to prevent the spread of Coronavirus (COVID-19), and in continuation of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread, the bank invites its shareholders to vote electronically in the general assembly where they have access to all agenda items subject to voting. |
| City and Location of the General Assembly's Meeting | Eighth floor of the Bank’s head office located in King Saud Road ex. (Al Ma’ather street) in Riyadh |
| URL for the Meeting Location | https://goo.gl/maps/xswmhx1zZLp |
| Date of the General Assembly's Meeting | 2020-05-13 Corresponding to 1441-09-20 |
| Time of the General Assembly's Meeting | 22:00 |
| Attendance Eligibility | Every shareholder registered in the bank’s share registry at the Securities Depository Center at the end of the trading session prior to the General Assembly meeting shall sign up his attendance and vote electronically through Tadawulaty as stipulated in the relevant rules and regulations. |
| Quorum for Convening the General Assembly's Meeting | The quorum for holding the Extraordinary General Assembly shall be considered valid if attended by shareholders who represent at least 50% of bank’s capital. If the required quorum has not been met, a second meeting will be held one hour from the time the first meeting was supposed to convene. The second meeting shall be valid if attended by shareholders representing at least 25% of bank’s capital. |
| General Assembly Meeting Agenda | 1- To vote on the Board of Directors report for the fiscal year ending 31/12/2019.
2- To vote on the Auditors report for the fiscal year ending 31/12/2019
3- To vote on the bank’s financial statements for the fiscal year ending 31/12/2019
4- To vote on the Board of Director’s decision of cash dividends distributed for the first half of the fiscal year 2019 amounting to SR 1,199.68 million, 1.00 SR per share, representing 10% of share’s nominal value. (attached)
5- To vote on the Board of Director’s recommendation to distribute cash dividends of the second half of 2019 by 1.00 SR per share, i.e a total of SR 1,199.68 million representing 10% of share’s nominal value. Therefore the total dividends distributed to shareholders for the fiscal year ending on 31/12/2019 is SR 2,399.36 million by 2.00 SR per share, representing 20% 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 on 08/06/2020 corresponding to 16/10/1441.(attached)
6- To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2020 on biannually or quarterly basis.
7- To vote on the relieving of Directors from their liability for the year ending 31 December 2019.
8- To vote on the Board of Directors’ remunerations and compensation for their membership (SR 7,948,273.60) for the fiscal year ending 31st December 2019.
9-To vote on delegating to the Board of Directors the General Assembly’s powers stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the General Assembly’s approval, or until the end of the Board of Directors’ term 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.
10- To vote on the appointment of external auditors from among the candidates recommended by the Audit Committee to audit the Bank’s financial statements for the first quarter of the fiscal year 2021 along with determining their fees.
11- To vote on the transactions and contracts concluded between the bank and Alkhaleej Training and Education Company where Mr. Abdulrahman Al Rashed (Board of Directors member) has indirect interest. It consists of a contract to provide various support services upon the request of the business lines, The value of these transactions reached in 2019 SR (4,991,640.15) without preferential terms(attached)
12- To vote on the transactions and contracts concluded between the bank and Rashed Al Rashed Trading and Contracting Company where Mr. Abdulrahman Al Rashed (Board of Directors Member) has direct interest. It consists of a contract from 10/10/2016 to 10/10/2022 amounting to SR (1,623,000) annually without preferential terms. It’s worth mentioning that the contract has been cancelled and the evacuation from the site shall take place maximum by 09/10/2020(attached)
13- To vote on the transactions and contracts concluded between the bank and Rashed Al Rashed Trading and Contracting Company where Mr. Abdulrahman Al Rashed (Board of Directors Member) has direct interest. It consists of a contract from 01/07/2017 to 30/06/2022 amounting to SR (1,052,918) annually without preferential terms. It’s worth mentioning that the contract has been cancelled and the evacuation from the site shall take place maximum by 30/06/2020(attached)
14- To vote on the transactions and contracts concluded between the bank and Dr. Khaled Al Mutabagani (Board of Directors Member) who has a direct interest. It consists of renting a location for ATM from 01/06/2001 to 31/05/2020 by an amount of SR (40,000) annually without preferential terms(attached)
15- To vote on the transactions and contracts concluded between the bank and Dr. Khaled Al Mutabagani (Board of Directors Member) who has a direct interest. It consists of renting a location for ATM from 01/06/2014 to 31/05/2024 by an amount of SR (35,000) annually without preferential terms(attached)
16- To vote on the transactions and contracts concluded between the bank and Kingdom Holding Company where Mr. Talal Al Maiman (Board of Directors Member) has indirect interest. It consists of renting a location for ATM from 01/12/2010 to 30/11/2020 by an amount of SR (43,000) annually without preferential terms(attached)
17- To vote on the transactions and contracts concluded between the bank and The Saudi Stock Exchange (Tadawul) where Mr. Rayan Fayez (Board of Directors Member) has indirect interest. It consists of a contract to provide various services upon the request of the bank’s business lines, The value of these transactions reached in 2019 SR (1,040,325.84) without preferential terms(attached)
18- Vote on the purchase of a number of the bank’s shares with a maximum of 3,000,000 shares, and an amount not to exceed SR 60 million to allocate them within the Employee Long-Term Incentive Plan, where the purchase of those shares to be financed thru the bank’s own resources. Further, to authorize the Board of Directors or whoever it delegates to complete the purchase once or over several operations within a period of (12) months from the date of the Extraordinary General Assembly approval. The purchased shares to be kept no longer than 10 years from the date of Extraordinary General Assembly approval, and once the said period lapses, the bank will follow the rules and procedures stipulated in the relevant laws and regulations, considering that the this plan is a continuation of the current one of which terms have previously been defined including the allocation price per share offered to employees if it is paid by the Board of Directors and approved by the General Assembly held on 01.05.2019 corresponding to 26.08.1440(attached) |
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