The Saudi Investment Bank invites its Shareholders to attend the Extraordinary General Assembly (First Meeting) By Means of Modern Technology
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors is pleased to invite the Bank’s shareholders to attend the extraordinary general assembly meeting (First Meeting) that will be conducted by means of modern technology, in order to ensure the safety of the bank's shareholders and to support the efforts and preventive measures and measures by the competent and relevant health authorities to address the new coronavirus(COVID-19),and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take preventive measures to prevent its spread. |
| City and Location of the General Assembly's Meeting | Headquarters of the Bank, King Saud Road, Riyadh |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2021-04-21 Corresponding to 1442-09-09 |
| Time of the General Assembly's Meeting | 23:00 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly's Meeting | According to Article 32 of the Bank’s bylaws, a meeting of the Extraordinary General Assembly shall be valid only if attended by Shareholders representing at least fifty percent (50%) of the Bank’s capital. If such quorum cannot be attained at the first meeting, a second meeting shall be called for to be convened. Such call shall be published in the same manner as that for the call for the first meeting. The second meeting may be called for to be convened one hour following the time set forth the first meeting, provided that the call for the first meeting shall include an announcement of the possibility of holding such a meeting. The second meeting shall be valid only if attended by a number of Shareholders representing at least one-quarter (1/4) of the Bank’s capital. |
| General Assembly Meeting Agenda | 1. Voting on the Board of Directors' report for the fiscal year ending on 31 December 2020.
2. Voting on the external auditors report for the fiscal year ending on 31 December 2020. 3. Voting on the financial statements for the fiscal year ending on 31 December 2020. 4. Voting on the Board of Directors’ recommendation to distribute a cash dividend of SAR 0.40 per share for fiscal year 2020, totaling SAR 270,001,916, or 4% of the Share Par Value. The eligibility shall be for the shareholders who own the shares at the close of the market on General Assembly Meeting day, and who are registered in shareholders’ record at the Securities Depository Center (Edaa) on end of the second trading day following the Eligibility Date, provided that dividend distribution starts on Sunday 02/05/2021 corresponding to 20/09/1442. (attached). 5. Voting on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2020. 6. Voting on amending the Charter of Nominations and Remunerations Committee. (attached). 7. Voting on amending the Charter of Audit Committee. (attached). 8. Voting on amending the Policy of Board Membership Selection Criteria. (attached). 9. Voting on paying an amount of (SAR 5,200,000) as remuneration to the Board members for the fiscal year ending on 31 December 2020. 10. Voting to amend Article No. 3 relating to Definitions, of the Articles of Association of the Bank. (attached). 11. Voting to amend Article No. 4 relating to Purposes of the Bank, of the Articles of Association of the Bank. (attached). 12. Voting to amend Article No. 5 relating to Head Office, of the Articles of Association of the Bank. (attached). 13. Voting to amend Article No. 9 relating to Preferred Shares, of the Articles of Association of the Bank. (attached). 14. Voting to amend Article No. 11 relating to Issue of Shares, of the Articles of Association of the Bank. (attached). 15. Voting to amend Article No. 15 relating to Decrease of Capital, of the Articles of Association of the Bank. (attached). 16. Voting to amend Article No. 16 relating to Loans and Bonds Loans, Bonds, Debt Securities & Financing Sukuk, of the Articles of Association of the Bank. (attached). 17. Voting to amend Article No. 17 relating to Management, of the Articles of Association of the Bank. (attached). 18. Voting to amend Article No. 19 relating to Membership Vacancy, of the Articles of Association of the Bank. (attached). 19. Voting to amend Article No. 22 relating Powers of the Chairman, Deputy Chairman, Managing Director and Board Secretary, of the Articles of Association of the Bank. (attached). 20. Voting to amend Article No. 23 relating to Board Meetings, of the Articles of Association of the Bank. (attached). 21. Voting to amend Article No. 24 relating to Board Meetings Quorum, of the Articles of Association of the Bank. (attached). 22. Voting to amend Article No. 26 relating to General Assembly Meeting Attendance, of the Articles of Association of the Bank. (attached). 23. Voting to amend Article No. 27 relating to Terms of reference of the Ordinary General Assembly, of the Articles of Association of the Bank. (attached). 24. Voting to amend Article No. 29 relating to Call for Assembly meetings, of the Articles of Association of the Bank. (attached). 25. Voting to amend Article No. 37 relating to Composition of the Committee, of the Articles of Association of the Bank. (attached). 26. Voting to amend Article No.43 relating to External Auditors Report, of the Articles of Association of the Bank. (attached). 27. Voting to amend Article No.44 relating to Fiscal Year, of the Articles of Association of the Bank. (attached). 28. Voting to amend Article No.45 relating to Financial documents, of the Articles of Association of the Bank. (attached). 29. Voting to amend Article No.46 relating to Distribution of Profits, of the Articles of Association of the Bank. (attached). 30. Voting to amend Article No.49 relating to Losses of the bank, of the Articles of Association of the Bank. (attached). 31. Voting to amend Article No.50 relating to Expiry of the Bank, of the Articles of Association of the Bank. (attached). 32. Voting on the Policy of Remunerations of Members of the Board of Directors, Board Committees and senior executives. (attached). 33. Voting on delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2021. 34. Voting on delegating the ordinary general assembly its authorization powers stipulated in paragraph (1) of Article 71 of the Companies Law to the company’s board of directors, for a maximum of one year from the date of approval by the general assembly to delegate its powers, or until the end of the session of the delegated board of directors, whichever is earlier, in accordance with the conditions contained in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies. 35. Voting on appointing the auditors for the Bank from among the candidates based on the Audit Committee's recommendation. The appointed auditors shall examine, review and audit the (first, second, third) quarter and annual financial statements of the fiscal year 2021. |
| Proxy Form | |
| E-Vote | Shareholders registered in Tadawulaty system will be able to vote remotely via the website http://www.tadawulaty.com.sa
Tadawulaty registration and voting on the General Assembly agenda items is free of charge. will start at 10:00 am on Saturday, 17/04/2021G corresponding to 05/09/1442H and will end once the Extraordinary General Meeting ended. |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes |
| Method of Communication | For any inquiries, please contact the Shareholders Affairs Department Tel 0118743000 during official hours, and you can address any inquiries to the Investors Relations Department on the email: [email protected] |
| Additional Information | Shareholders questions and inquiries will be received during the meeting of the General Assembly through the following e-mail address:
We would like to inform all shareholders that there will be a live audio broadcast of the meeting via the link available in Tadawulaty system. |
| Attached Documents |
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