Agenda of Extraordinary General Assembly that will be Held on 03/08/1439 corresponding to 19/04/2018
1 To vote on Board of Directors report for the fiscal year ending 31/12/2017.
2 To vote on the Auditors report for the fiscal year ending 31/12/2017.
3 To vote on bank’s financial statements as at 31/12/2017 .
4 To vote on distributing the dividends of the second half of 2017 by (35)Halala per share, total of 419.80 million SAR representing 3.5% of share’s nominal value. The entitlement shall be for 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 as of Tuesday 20/08/1439 H corresponding to 06/05/2018.
5 To vote on the dividends distributed for the first half of fiscal year 2017 by an amount of 1,259.30 million SAR which is 1.05 SAR per share, representing 10.5% of share’s nominal value.
The total dividends distributed to shareholders for the fiscal year ending in 31/12/2017 is 1,679.10 million SAR which is 1.40 SAR per share, representing 14% of share’s nominal value.
6 To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2018 on biannually or quarterly basis, and determining the maturity and disbursement date as per the regulatory controls and procedures issued to implement the Companies law.
7 To vote on releasing the members of the Board of Directors for their liabilities for the fiscal year ending 31/12/2017
8 To vote on the appointment of auditors from among the candidates recommended by the Audit Committee to audit the Bank’s annual financial statements for first, second, third and annual financial statements for the fiscal year 2018 along with determining their fees.
9 To vote on remunerations to be paid to the Board members for the fiscal year ending 2017.
10 to vote on the policy of compensation for Board members and members of committees and executive management.
11 To vote on updating Audit Committee charter.
12 To vote on updating Nomination and Remuneration committee charter.
13 To vote on the updating policies, standards and procedures of Board of Directors membership.
14 To vote on the Board’s resolution to appoint Eng. Rayan Muhammad Fayez (Executive) as member of Board of Directors from 17/12/2017 as a successor of Mr. Patrice Couvegnes.
15 To vote on the Board’s resolution to appoint Eng. Talal Ibrahim AlMaiman (Non-Executive) as member of Board of Directors as of 28/02/2018 as a successor of Mr. Francois Jean Marion.
16 To vote on transactions and contracts between the bank and Kingdom compound owned by Kingdom Holding Company. The BOD member Eng. Talal AlMaiman 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 (270,500) SAR annually (contract’s term from 15/08/2017 to 14/08/2018) without preferential terms in these transactions and contracts, and authorize it for coming year.
17 To vote on transactions and contracts between the bank and Kingdom Holding Company. The BOD member Eng. Talal AlMaiman has indirect interest as he is an executive member in Kingdom Holding Board of Directors. It consists of renting a location for ATM without preferential terms in these transactions and contracts, (contracts term from 01/12/2010 to 30/11/2020) by annual rent (43,000) SAR and authorize it for coming year.
18 To vote on transactions and contracts between the bank and BOD member Dr. Khalid H.
Mutabagani, who has a direct interest as the owner of the location. It consists of renting a location for ATM without preferential terms by a contract starts from 01/06/2001 to 31/05/2020 by annual rent of (40,000) SAR and authorize it for coming year.
19 To vote on transactions and contracts between the bank and Etihad Etisalat Company
“Mobily”, where Mr. Suliman Abdulrahman Al Gwaiz (Board of Directors member) has indirect interest as he is the chairman of Etihad Etisalat Company “Mobily” Board. It consists of a contract to provide many services such as text messages, internet and others. The value of these transactions reached in 2017 (2,471,844) SAR without preferential terms and authorize it for coming year.
20 To vote on amending article (1) of Bank’s Articles of Association- Incorporation
21 To vote on amending article (2) of Bank’s Articles of Association- Name of the Company 22 To vote on adding article (3) to Bank’s Articles of Association- Definitions
23 To vote on omitting article (9) from Bank’s Articles of Association- Sale of Non-Fully Paid Shares
24 To vote on adding article (11) to Bank’s Articles of Association- The company buying, selling and pledging its shares and lending employees
25 To vote on amending article (12) of Bank’s Articles of Association- Shares Trading and Shareholders’ registers
26 To vote on omitting article (13) from Bank’s Articles of Association- Shareholders’ Register 27 To vote on omitting article (14) from Bank’s Articles of Association- Seizure and Sale of Shares 28 To vote on amending article (15) of Bank’s Articles of Association- Increase of Capital
29 To vote on amending article (16) of Bank’s Articles of Association- Reduction of Capital 30 To vote on amending article (17) of Bank’s Articles of Association- Issuance of Bonds 31 To vote on amending article (18) of Bank’s Articles of Association- Board of Directors
32 To vote on amending article (21) of Bank’s Articles of Association- Filling Vacant Positions in the Board of Directors
33 To vote on amending article (22) of Bank’s Articles of Association- Powers of the Board of Directors
34 To vote on amending article (23) of Bank’s Articles of Association- Board Committees
35 To vote on amending article (25) of Bank’s Articles of Association- Chairman, Vice Chairman, Managing Director and Secretary of the Board of Directors
36 To vote on amending article (26) from Bank’s Articles of Association- Meetings of the Board of Directors
37 To vote on amending article (31) from Bank’s Articles of Association- Invitation for General Assembly Meetings
38 To vote on amending article (32) from Bank’s Articles of Association- Registration of those present at the General Assemblies
39 To vote on amending article (33) from Bank’s Articles of Association- Quorum of the Ordinary General Assembly
40 To vote on amending article (36) from Bank’s Articles of Association- Resolutions of the Assemblies
41 To vote on amending article (45) from Bank’s Articles of Association- Entitlement to Profits 42 To vote on omitting article (51) from Bank’s Articles of Association- Seal of the Company 43 To vote on the re-numbering of items listed in Bank’s Articles of Association as per proposed
modifications.
