The duration of the company will be (99) ninety-nine Gregorian calendar years, commencing from its registration in the commercial register, in accordance with Article (65) of the Companies Act. All shares will be transferable in accordance with the provisions of the Capital Market Act.
The Chairman shall have the powers to convene the Board to meet, to preside over its meetings and the
The Chairman of the Board of Directors shall exercise all other functions provided for by the AoA as entrusted to him by the Board of Directors and shall have the power to authorize others to perform certain duties, and the designated agent may delegate to him powers granted to a third party. The Chairman of the Board of Directors shall perform all other functions provided for in the Articles of Association and entrusted to him by the Board of Directors, and shall have the power to authorize others to perform certain duties, and the designated agent may delegate assigned powers. him to a third party.
With respect to Subsidiaries and Bank’s Associates, the Managing Director shall have the
To conclude all transactions which are within the scope of the company's business and to execute, execute and execute all such documents, contracts and other acts and things as may be deemed necessary therefor or in connection therewith. To rent premises for use by the Company's business and to approve the establishment of new branches on behalf of the Company.
With respect to Security Authorities, the Managing Director shall have the following
The resolution of the Ordinary General Meeting will specify tasks, operational guidelines and member remuneration of the Audit Committee. A meeting of the Audit Committee is only valid if it is attended by the majority of its members.
The Board shall meet upon the request of the Chairman, and the Chairman is required to convene the
The commission's decisions are adopted by the majority of the members present, and in case of a tie, the vote of the chairman of the audit commission is decisive. The board of directors meets at the request of the president, which must be accompanied by the agenda of the meeting.
No Board Meeting shall be valid unless attended by at least half of the members. A Director may appoint
No board meeting is valid unless at least seven board members are present either in person or by proxy, provided that at least four (4) board members must be present in person. A director may delegate another director as his proxy to attend and vote at board meetings.
The Board resolution shall be made by at least majority of those present or represented. The
The Board may issue its resolutions on urgent matters by way of circulation, unless a Director
Without prejudice to the to the provisions of the Banking Control Law (as amended, restated or
The Board shall inform the General Assembly of the business or contracts in which a Director has a
In case an interested Director does not disclose his/her interest, the Company or any interested party may request the revocation of this contract before the judicial authority.
In case an interested Director fails to disclose his/her interest, the Company or any interested party
The deliberations and resolutions of the Board shall be recorded in minutes prepared by the Secretary
The meeting of the General Assembly shall be chaired by the Chairman of the Board or the Vice
The general meeting may not introduce substantial changes to the statute submitted to it, except with the unanimous approval of the represented shareholders. The founding assembly is properly conducted only if it is attended by as many subscribers as represent at least half of the company's share capital. The resolutions of the founding assembly are adopted by an absolute majority of the votes of the shares represented at it.
Moreover, it shall have jurisdiction to extend the duration of the Company or to shorten it or to dissolve the Company for any reason before its term. In addition to the foregoing, it may take decisions on matters falling within the jurisdiction of the Ordinary General Assembly subject to the same conditions and in the same manner prescribed for the latter. In addition to the foregoing, it may take decisions on matters that fall within the jurisdiction of the Ordinary General Assembly subject to the same conditions and in the same manner prescribed for the latter.
The Board of Directors will convene the Ordinary General Meeting if so requested by SAMA, the Auditors, the Audit Committee or by a number of shareholders representing at least 5% (five percent) of the share capital. The accountant may convene the General Meeting if the Board of Directors does not do so within thirty (30) days from the date of the accountant's request.
The General Assembly shall be convened by the Board, and the Board must invite the Ordinary General
The Extraordinary General Assembly shall have the jurisdiction to amend the by-laws, except for the provisions which cannot be amended under the law on commercial companies. The Extraordinary General Assembly after receiving the written non-objection of SAMA, except for the provisions which cannot be changed according to the Law on commercial companies, will have the authority to change the by-laws, as well as to approve the repurchase of company shares. The notice of the General Meeting shall be published in a daily newspaper circulating in the location of the Company's Central Office at least twenty-one (21) days before the date set for the meeting.
Copies of the invitation and agenda will be sent to SAMA, MOCI and CMA during the period set for publication. Shareholders who wish to participate in the general meeting must register their name at the company's head office before the start of the general meeting. When convening the general meeting, a list is drawn up of the names of the shareholders who are present in person or represented by proxy, the number of shares that each holds personally or by proxy, as well as the number of votes attached to such shares.
Shareholders who wish to participate in the General Assembly must register their names at the Company's headquarters before the start of the General Assembly or through modern means of technology. The General Meeting is valid only if shareholders representing at least half of the share capital participate.
The Ordinary General Meeting shall be valid only if attended by shareholders representing at least a
The shareholders must be notified by means of registered letters sent to their addresses as they appear in the shareholders' register, or the invitation may otherwise be announced by modern technological means. If this quorum is not reached at the first meeting, notice will be given for a second meeting to be held within thirty days of the previous meeting. A second meeting may be held within one (1) hour after the time set for the preceding meeting, provided the meeting notice expressly allows it.
If the necessary quorum for holding a meeting of the Ordinary General Assembly in accordance with
A second meeting may be held an hour after the end of the period specified for the first meeting,
If the required quorum for the Extraordinary General Assembly meeting in accordance with
If the quorum required for the second meeting is not met, an invitation is sent to a third meeting to be
Such minutes shall be recorded after each meeting in a special register and shall be signed by the chairman, the secretary and the collectors of votes at the meeting, and copies shall be forwarded to the relevant authorities. After each meeting, such minutes are regularly kept in a special register, which is signed by the chairman of the meeting, the secretary and those calling for tenders. The auditor may issue this summons if the council does not send it within thirty (30) days from the date of the auditor's request.
However, the first financial year of the Company shall be the period commencing on the date of commencement of business by the Company and ending on 31st December of that year, unless such period is less than six months, in which case the first financial year will be extended. until December 31 of the following year. However, the first financial year of the Company shall be the period commencing from the date of registration of the Company in the Commercial Register and ending on 31 December of that year, unless such period is less than six months, in which case the year of financial first will be extended until December 31 of the following year. The Chairman, Managing Director and Chief Financial Officer sign said documents and their copies will be made available to shareholders at the Company's Head Office at least twenty-one (21) days before the date set for the General Meeting.
The president shall publish the company's financial statements, the management report and the auditor's report with a copy sent to SAMA and the Capital Market Authority at least fifteen (15) days before the day, through electronic applications and in at least one newspaper circulating in the city where the company's registered office is located. specified for the assembly. The President must also forward a copy of the above-mentioned documents to SAMA and the Capital Market Authority at least fifteen (15) days before the date set for the relevant General Assembly.
The annual or interim net profit arrived at after deducting all general expenditures and other expenses
Shareholders shall be entitled to their share of dividends pursuant to the General Assembly resolution
Shareholder(s) representing (5%) or more of the Company’s share capital may file a liability claim on
If the Directors’ misconduct resulted in a personal injury, the injured shareholder may file a personal claim
The Company will notify SAMA when the event stated in this Article occurs. The Company will notify SAMA when the event stated in this Article, and comply with the instructions issued by it. The name of the Company shall be "Saudi Awwal Bank", a Saudi Public Company (hereinafter referred to as the . "Company").
The head office of the company will be in Riyadh, and it can be transferred to any other place in the Kingdom of Saudi Arabia after obtaining a no objection from SAMA. However, the shares purchased by the Company will not carry any right to vote at General Meetings of the shareholder. In all cases, the shares purchased by the Company will not carry any right to vote at General Meetings of the shareholder.
Meeting stating the reasons for the reduction, the company's obligations and the impact of the reduction on its fulfillment. However, the Board of Directors may not donate any Company money except within the limits provided by the laws in force in the Kingdom of Saudi Arabia. It is prohibited to combine the position of Chairman or Vice-Chairman with any other managerial position within the Company.
تلمادلا تاب علي حيقوت من دحلو حتى الآن.
زويي
ا .ةصاخ وا ةماع ةيعمج تناك ءاوس ةيعميلا ون 3 (iv) the agenda of the meeting, including the items. 37-1 Decisions of the Ordinary General Meeting are adopted by a majority of the voting rights represented at the relevant meeting. The General Assembly's meeting must be submitted to SAMA within 15 days of the conclusion of the relevant meeting.
لا يهمني إذا كنت لا أهتم إذا كنت لا أهتم الوقت) أو هذه اللوائح ورأيها في عدالة. ويقوم مجلس الإدارة بإتاحة هذه المستندات لمدقق الحسابات قبل خمسة وأربعين (45) على الأقل من الموعد المحدد لانعقاد الجمعية العامة. بعد الحصول على عدم ممانعة مؤسسة النقد العربي السعودي (ب) حساب المبالغ المطلوبة لسداد القرض.
Shareholders who are registered in the shareholder register at the end of the payment term are entitled to dividends. The Board of Directors must implement the decision of the General Meeting regarding the payment of dividends to shareholders.
