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Banque Saudi Fransi Announces the Results of the Extraordinary General Assembly Meeting, ( First Meeting )

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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 on Wednesday 13/05/2020 corresponding to 20/09/1441 at 10:00 pm through the modern technology media.
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, the meeting was held through the modern technology media.
Date of the General Assembly's Meeting 2020-05-13 Corresponding to 1441-09-20
Time of the General Assembly's Meeting 22:00
Percentage of Attending Shareholders %72.30
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- Dr. Khalid Hamed Al Mutabagani

4- Mr. Bader Abdullah Al Issa

5- Mr. Abdullatif Ahmad Al Othman

6- Dr. Ghazi Abdulrahim Al Rawi

7- Mr. Khalid Omran Al Omran

8- Eng. Rayan Mohammed Fayez.

Mr. Abdulrahman Rashed Al-Rashed and Mr. Timothy Clark Collins 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 (Executive Committee Chairman)

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

3- Mr. Bader Abdullah Al Issa (Chairman of 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 the Board of Directors report for the fiscal year ending 31/12/2019.

2- Approval of the Auditors report for the fiscal year ending 31/12/2019.

3- Approval of the bank’s financial statements for the fiscal year ending 31/12/2019.

4- Approval of 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.

5- Approval of 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.

6- Approval to authorize the Board of Directors to distribute interim dividends for the fiscal year 2020 biannually or on quarterly basis.

7- Approval of the relieving of Directors from their liability for the year ending 31 December 2019.

8- Approval of the Board of Directors’ remunerations and compensation for their membership (SR 7,948,273.60) for the fiscal year ending 31st December 2019.

9- Approval of 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- Approval to appoint EY and KPMG as External Auditors from among the candidates based on the Audit Committee recommendation to audit the Bank’s financial statements for the first quarter of the fiscal year 2021 along with determining their fees.

11- Approval of 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.

12- Approval of 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.

13- Approval of 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.

14- Approval of 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.

15- Approval of 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.

16- Approval of 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.

17- Approval of 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.

18- Approval to purchase 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 this plan is a continuation of the current one of which terms have previously been defined by the Board of Directors and approved by the General Assembly held on 01.05.2019 corresponding to 26.08.1440.

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