General Business Agenda Items
1.
2. Viewing the board of director’s report and discuss it for the fiscal year ending on 31/12/2022.
3. Viewing the financial statements and discuss it for the fiscal year ending on 31/12/2022.
4. To vote on and discuss on the Auditor`s Report for the fiscal year ending on 31/12/2022.
5. To vote on the discharge of the board members for the fiscal year ending on 31/12/2022.
6. To vote on the appointed of external auditors from among the candidates recommended by the Audit Committee to audit the Bank’s annual financial statements for the second, third quarters and annual financial statements for the fiscal year 2023 and the first quarter of the fiscal year 2024, and provide Zakat and TAX services along with determining their fees. (Attached)
7. To vote on disbursing an amount of (5,931,400) riyals as a bonus to the members of the Board of Directors for the fiscal year ending 12/31/2022.
8. To vote on Board of Directors recommendation to distribute cash dividends (1.950) million to shareholders for the second half at the rate of (65) halalas per share and (6.5%) of the capital, Note that the date of entitlement to profits for the second half of the shareholders registered in the bank’s records with the Depository Centre Company for Securities “Centre” is at the end of the second trading day following the day of the assembly, and these profits will be disbursed as of Monday 03/04/2023 corresponding to 12/09/1444 AH. (Attached)
9. To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2023 on biannually or quarterly basis.
10. To vote on authorizing the Board of Directors the power of license included in paragraph (1) of Article (27) of the Companies Law, for one year from the date of approval of the General Assembly or until the end of the Board of directors’ term whichever is proceeds, in accordance with the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
11. To vote on Board of Directors' decision to appoint Eng. Abdulrahman Ismail Tarabzouni as a member of the Board of Directors (an independent) substitute for the resigned member Mr. Abdurrahman Mohammed Al-Thehaiban. The appointment is effective as of the Central Saudi Bank non-objection on date 19/12/2022 until the end of the current Board term, which shall end on 30/10/2025, This appointment comes in accordance with the work regulations of the Board of Directors (C.V Attached)
12. To vote on transactions and contracts between the bank and General Organization for Social Insurance (GOSI) where the board member Mr. Hani Abdullah Al-Juhani (works in the Hassana Investment Company, which is the investment arm of GOSI) has indirect interest. It consists of a rental contract for Riyad bank HQ building (Granada Oasis) in Riyadh, the value of this transaction reached in 2022 SAR (31,068,444) without preferential terms in addition to authorizing it for next year. (Attached)
13. To vote on transactions and contracts between the bank and General Organization for Social Insurance (GOSI) where the board member Mr. Hani Abdullah Al-Juhani (works in the Hassana Investment Company, which is the investment arm of GOSI) has indirect interest. It consists of a rental contract for renting the headquarters of the 60th Street branch 286 for exhibitions No. (1,2,3,5) in Riyadh, the value of this transaction reached in 2022 SAR (600,000) without preferential terms in addition to authorizing it for next year. (Attached)
14. To vote on transactions and contracts between the bank and General Organization for Social Insurance (GOSI) where the board member Mr. Hani Abdullah Al-Juhani (works in the Hassana Investment Company, which is the investment arm of GOSI) has indirect interest. It consists of a rental contract renting 20 parking spots in Granada Business for relationship managers in the corporate banking sector in Riyadh, the value of this transaction reached in 2022 SAR (199,226) without preferential terms in addition to authorizing it for next year. (Attached) 15. To vote on transactions and contracts between the bank and General Organization for Social Insurance (GOSI)
where the board member Mr. Hani Abdullah Al-Juhani (works in the Hassana Investment Company, which is the investment arm of GOSI) has indirect interest. It consists of a rental contract renting Al-Murabba branch at King Abdulaziz Street in Riyadh, the value of this transaction reached in 2022 SAR (400,000) without preferential terms in addition to authorizing it for next year. (Attached)
16. To vote on Employee Stock Incentive program and authorizing the Board of
Directors to approve the rules and to approve any future amendments on the program .
17. To vote on the bank purchase (5,000,000) shares from its shares and to keep them as treasury shares for the purpose of allocating them to the Employee Stock Incentive Plan, the purchase will be financed through the Bank’s own resources, and to authorize the Board of Directors or whomever it delegates to complete the purchase within a maximum period of (12) months from the date of the Extraordinary General Assembly’s approval, The purchased shares to be kept no longer than 7 years from the date of that approval, and after this period has passed the “Bank will follow the procedures and mandatory in the relevant laws and regulations (subject to approving item number 15).
