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The Saudi Awwal Bank invites its shareholders to attend the Extraordinary General Assembly meeting (the first meeting) virtually, through modern means of communications.

SAB 1060 4.63% 35.00 1.55
Element List Explanation
Introduction The SAB Board of Directors is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly Meeting (the first meeting), to be held at 7:30 PM on Thursday Shawwal 16, 1445 corresponding to 25 April 2024, via electronic communication means using Tadawulaty.
City and Location of the General Assembly's Meeting Head Office, King Fahad Branch Rd Al Yasmeen Dist. , Riyadh - by means of virtual meeting platform.
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2024-04-25 Corresponding to 1445-10-16
Time of the General Assembly’s Meeting 19:30
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End In accordance with the applicable rules and regulations, every shareholder registered in the bank's shareholder register in the depository center at the end of the trading session preceding the general assembly meeting is entitled to attend the assembly meeting. The right to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting As per Article (35) of the Bank’s Bylaws, The EOGM shall be valid only if attended by shareholders representing at least half of the Share Capital. In case this quorum Is not attained at the first meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by shareholders representing at least one quarter of the share capital.
General Assembly Meeting Agenda 1) Reviewing and discussing the Board of Directors’ report for the fiscal year ending on 31 December 2023.

2) Reviewing and discussing the financial statements for the fiscal year ending on 31 December 2023.

3) Voting on the auditor's report for the fiscal year ending on 31 December 2023.

4) Voting on the discharge of the Board members for the fiscal year ending on 31 December 2023.

5) Voting on the appointment of the external auditors from among the nominees, and determining their fees based on the Audit Committee’s recommendation to examine, review and audit the financial statements for the second, third quarters and annual financial statement of fiscal year 2024 and the first quarter of the fiscal year 2025, and determine their fees.

6) Voting on disbursement of 4,856,000 Saudi riyals as remunerations to Board members for the fiscal year ending in 31 December 2023.

7) Voting on delegating the board of directors to distribute interim (semiannual or quarterly) dividends for the fiscal year 2024.

8) Voting on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the approval by of the General Assembly or until the end of the delegated Board of directors’ term, whichever is earlier, in accordance with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

9) Voting on the business and contracts concluded between the Bank and Bupa Arabia for Cooperative Insurance for Staff and Parents Insurance Policy. In which SAB Board Director Mr. Suliman Alguwaiz has an indirect interest. The contract was concluded without conditions or preferential benefits and the total contract value of the transactions during the year 2023 amounts to SAR 129,086,684. (Attached)

10) Voting on the businesses and contracts concluded between the Bank and HSBC Software Development (India) Private Limited. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss and Mr. Samir Assaf have an indirect interest as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are software development service. The contract was concluded without conditions or preferential benefits and the total value of the transactions during the year 2023 amounts to SAR 15,570,912. (Attached)

11) Voting on the businesses and contracts concluded between the Bank and HSBC Global Services Limited. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss and Mr. Samir Assaf have an indirect interest as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are general services. The contract was concluded without conditions or preferential benefits and the total value of the transactions during the year 2023 amounts to SAR 14,907,979. (Attached)

12) Voting on the Board of Directors’ recommendation to distribute dividends amounting to 2,014 Million Saudi riyals to shareholders for the second half of the fiscal year ending on 31 December 2023, at 0.98 riyals per share, which represents 9.8% of the nominal value of one share, for the 2,054,794,522 shares due for dividends, Provided that the eligibility for dividends for the second half is for shareholders owning shares by the end of the trading day of the General Assembly meeting date, who are registered in the bank’s shareholders register at the Depository Center at the end of the second trading day following the eligibility date, and provided that the distribution of dividends begins on 13 May 2024.

13) Voting on the bank’s shares buy-back, with a maximum of 4,700,000 shares, to be allocated to the Employee Stock Incentive Plan, the purchase of these shares will be financed through the bank’s own resources. Further, to authorizes the Board (or whomever it delegates) to complete the purchase within 12 months from the date of the extraordinary general assembly's approval, and to determine the terms of the program and its implementation, the bank may hold treasury shares without selling or allocating them to the Employee Share Scheme for a period not exceeding 10 years from the date of approval. Once the said period lapses, the bank will follow the rules and procedures stipulated in the relevant laws and regulations.

14) Voting on amending the Selection Policy for Board and Committee Members. (Attached)

15) Voting on amending the Audit Committee Terms of Reference. (Attached)

16) Voting on amending the Nomination and Remuneration Committee Terms of Reference. (Attached)

17) Voting on amending the Remuneration Policy for Board Directors, Committee Members & Executive Management. (Attached)

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholder are entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members, noting that the voting is free of charge for all Shareholders via: http://tadawulaty.com.sa.
Details of the electronic voting on the Assembly’s agenda Shareholders registered on the (Tadawulaty) electronic services website will be able to vote remotely on the Agenda of the Extraordinary General Assembly meeting, through the electronic voting service, starting from 01:00AM on Sunday 12 Shawwal 1445H corresponding to 21 April 2024 until the end of the meeting on Thursday 16 Shawwal 1445H corresponding to 25 April 2024G. Registration and voting in (Tadawulaty) services will be available and free for all shareholders by using the following link: www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries Company Secretary -The Saudi Awwal Bank (SAB) - During the bank official hours by the telephone number +966 114408440 or by E-mail [email protected]
Additional Information All the documents related to the General Meeting agenda above are available at the Bank Head office – Company Secretary Department.
Attached Documents      

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