RESULTS OF THE 6th EXTRAORDINARY GENERAL ASSEMBLY MEETING TO INCREASE THE SHARE CAPITAL (first meeting).).
1- Approve the Board Of Directors’ report for the fiscal year ending 31st December 2017G.
2- Approve the Bank’s financial statements and its notes as at 31st December 2017G.
3- Approve the Auditors’ report as at 31st December 2017G.
4- Approve the recommendation of the Board of Directors to distribute cash dividends to the shareholders for the second half of the financial year ended 31st December 2017 amounting to (SAR 1,195,763,764);
which is 0.60 Saudi riyals per share representing 6% of the nominal value of the share, after deducting zakat, for the shares eligible for earnings (i.e.1,992,939,607 shares) after deduction of treasury stock. The Dividend paid for the second half will be for shareholders owning shares on the due on Tuesday 29 Shaban, 1439H as per Um Al Qura, corresponding to 15 May 2018G, And those shareholders registered in the Banks share registry at company of the Depository Center (Edaa) at the end of the second trading day following the due date which corresponds dated on Thursday 02 Ramadan, 1439H as per Um Al Qura, corresponding to 17 May 2018G And will be deposited in the shareholders accounts in their investment portfolios from Tuesday 14 Ramadan, 1439H as per Um Al Qura, corresponding to 29 May 2018G
5- Approve This in addition to what was distributed for the first half of the fiscal year 2017 amounting to (SAR 2,196,593,880) which is 1.10 Saudi Riyals per share representing 11% of the nominal value of the share, after deducting zakat, for the shares eligible for earnings (i.e. 1,996,903,527shares) after deduction of treasury stock. as approved by the Board of Directors according to the delegation of the Extraordinary General Assembly held on 03/05/2017G.
6- Approve the delegation of the Board of Directors to distribute the interim dividend to shareholders in semiannual or quarterly basis.
7- Approve as per the nomination of the Audit Committee the selection of KPMG Al Fawzan & Partners and Ernest & Young from the nominated auditors list as the auditors for the banks financials first, second, third and annual year 2018 and fixing of their fees.
8- Approve the Directors’ remuneration and compensation in their capacity as Directors of the Board of the Bank, as included in the Board of Directors report, for the period from 1st January 2017 to 31st December 2017G.
9- Discharge of Board of Directors members from liabilities for their activities during the year ending 31st December 2017G.
10- Approve the capital increase from SAR 20,000 Mn to SAR 30,000 Mn by capitalizing SR 10,000 Mn from the retained earnings account, increasing by 50%, thereby increasing the number of shares from 2,000 Mn shares to 3,000 Mn shares. Offering 1 bonus shares for every 2 shares owned. The objective of this recommendation based on the Boards desire to support and strengthen the Banks capital base to enable it to achieve growth rates in the Banks business and expand new activities over the coming years. The date of entitlement to the bonus shares will be to my shareholders owning shares on the due on Tuesday 29 Shaban, 1439H as per Umm Al Qura, corresponding to 15 May 2018G, And those shareholders registered in the Banks share registry at the company of the Depository Center (Edaa)at the end of the second trading day following the due date which corresponds dated on Thursday 02 Ramadan, 1439H as per Umm Al Qura, corresponding to 17 May 2018G. and if the event of fractions of shares resulting from the capital increase, they will be grouped into one portfolio for all shareholders and sold at the market price and then distributed the proceeds of the sale of the fractional shares to the entitled parties on the date of entitlement, according to their share on the basis of the average selling price per share within a
period not exceeding 30 days From the date of distribution of the correct shares to the beneficiaries according to the regulation
11- Approve the amendment for the Article NO (8) from Bank’s Articles of Association relating to capital and shares
12- Approve the appointment of the members of the Board of Directors for the next cycle for a period of three years, which will start from 15/05/2018G ending on 14/05/2021G and they are as follows:
Classification Membership type
Name
#
Non-executive (PIF Representative)
Saeed Mohammed Al Ghamdi 1
Non-executive (PIF Representative)
Rashid Ibrahim Sharif 2
Non-executive (PIF Representative)
David Meek 3
Non-executive (PIF Representative)
Marshal Bailey 4
Non-executive (GOSI Representative)
Anees Ahmed Moumina 5
Non-executive (PPA Representative)
Saud Sulaiman Al Juhani 6
independent Personal Capacity
Mohammed Ali Al Hokal 7
independent Personal Capacity
Ziad Mohamed Tunsi 8
independent Personal Capacity
Zaid Abdulrahman Al Quwaiz 9
13- Approve the formation of the Audit Committee, the rules of its members’ nomination, its functions, its work rules and remuneration of its members, from 15/05/2018G to on 14/05/2021G, according to the following:
Name
#
Khalid Mohammed Al Taweel.
1
Abdulrahman Mohammed Al Barrak.
2
Abdulrahman Mohammed Al Oudan.
3
Hani Bin Sulaiman Al-Shadoukhi.
4
14- Approve the purchase of up to 4 million shares and to allocate them within the on Executives’ stock program, and to authorize the Board of Directors to complete the purchase in one or several tranches over a maximum period of twelve months from the date of the Extraordinary General Assembly resolution, as well as to authorize the Board of Directors to amend this program provided that the source of program funding shall be the Bank's profits.
15- Approve the Executive Management Remuneration Policy.
16- Approve the activities of the Board of Directors members from 01/05/2018G until the date of this Extraordinary General Assembly Meetings EGM.
