Riyad Bank — AGM Information 2020

Mar 24, 2020

Riyad Bank is pleased to invite its stakeholders for the Ordinary General Assembly (First Meeting) (Reminder)

1010 · 24/03/2020 09:33:56 · Announcement #58061 · View on Saudi Exchange

Riyad Bank is pleased to invite its stakeholders for the Ordinary General Assembly (First Meeting) (Reminder)

Element List	Explanation
City and Location of the General Assembly's Meeting	The Ordinary General Assembly meeting will be held remotely and through modern technology. Shareholders who are registered in Tadawulaty will be notified via text message explaining the process to attend the meeting
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2020-03-25 Corresponding to 1441-08-01
Time of the General Assembly's Meeting	19:30
Attendance Eligibility	Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Center At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting	As per Article (30) of the Bank Articles of Association, the Quorum for holding the meeting will be quarter of the shareholding capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid regardless of the number of shares represented therein.
General Assembly Meeting Agenda	1. To vote on the board of director’s report for the fiscal year ending on 31/12/2019.

2. To vote on the banks financial statements as in 31/12/2019

3. To vote on the discharge of the board members for the fiscal year ending on 31/12/2019.

4. To vote on remunerations paid to the Board’s directors for their membership with the total of (5,480) thousand Saudi Riyal, the details will be in the board members report for the period from 1 January 2019 until 31 December 2019.

5. To vote on the distribution of dividends for the shareholders by “55” Halala per share with “5.5%” percentage of the Capital in addition to what has been distributed in the first half of the year “52” Halala per share “5.2%” percentage of the capital, the total amount of what have been distributed in the financial year ending on 31/12/2019 “3,210” million SAR “1.07” SAR per share “10.7%” percentage of the capital. The entitlement of second half shall concern the 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 after the assembly day, these dividends will be distributed on Wednesday 08/04/2020 corresponding to 15/08/1441H.

6. To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2020 on biannually or quarterly basis.

7. To vote on the appointment of external auditors from among the candidates recommended by the Audit Committee to audit the Bank’s annual financial statements for the first, second, third quarters and annual financial statements for the fiscal year 2020, and provide Zakat and TAX services along with determining their fees.

8. To vote on the amendments on the Audit Committee Charter. (attached)

9. To vote on the amendments on the Nomination and Compensation Committee Charter. (attached)

10. To vote on authorizing the Board of Directors the power of license included in paragraph (1) of Article (71) 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. Ratification of transactions and contracts between the bank and GOSI where the board member Mr. Nader Ibrahim Alwehaibi works at GOSI, it is a rental contracts for Riyad bank HQ building and other locations in Riyadh, two ATM’s without preferential terms in these transactions and contracts, with total transactions for 2019 is SAR 40,312,994 in addition to authorizing it for next year. (attached)

12. Ratification of transactions and contracts between the bank and Saudi telecommunication company where the board member Mr. Mohammad Talal AlNahas is a board member in the Saudi telecommunication company, it is a contract to provide virtual private network services and delivery of services, communication solutions and information technology agreement also lease contract of two ATM sites without preferential terms in these transactions and contracts. The total transactions for 2019 is 11,287,480 SAR in addition to authorizing it for next year. (attached)

13. Ratification of transactions and contracts between the bank and Mobily where the chairman of the board Eng. Abdullah Mohammad Alissa, the vice chairman Eng. Mutaz Kusai Alazzawi are members of the Mobily board of directors, it is a contract to provide (DWDM) protection program , contract to provide a second service provider (SJN) and providing communication services contract (Connectivity services) for the HQ without preferential terms in these transactions and contracts. The total transactions for 2019 is 1,609,676SAR in addition to authorizing it for next year. (attached)

14. Ratification of transactions and contracts between the bank and Mkarem Umm Alqura hotel that is owned by Mr. Mohammad Ibrahim Alissa the father of the chairman Eng. Abdullah Mohammad Alissa, it is a contract of a leasing ATM site at Mkarem UmmAlqura hotel without preferential terms in these transactions and contracts. The total transactions for 2019 is 18,000 SAR and in addition to authorizing it for next year. (attached)

15. Approve on work and contracts that will happen between the bank and Dur hospitality which Eng. Abdullah Mohammad Alissa is the chairman of the board directors it is a contract of a leasing ATM site at Marriot hotel in Riyadh without preferential terms in these transactions and contracts. The total transactions for 2019 is 30,000 SAR in addition to authorizing it for next year. (attached) Proxy Form E-Vote Shareholders registered in the Tadawulaty Online Services website can vote remotely on the terms of the general assembly meeting through the (electronic voting) service, knowing that remote voting started on Saturday, 27/07/1441H corresponding to 21/03/2020 and will last until 4:00 pm on the day of the Ordinary General Assembly. Shareholders registered in Tadawulaty system will be able to vote remotely via the website http://www.tadawulaty.com.sa.

Tadawulaty registration and voting on the General Assembly meeting agenda items is free of charge. Eligibility for Attendance Registration and Voting Riyad Bank would like to stress based on the Capital Market Authority circular which stipulates that listed companies should conduct their general assemblies through modern technology, and suspend the presence until further notice, to ensure the safety of traders in the financial market, and to support the efforts and precautionary measures to prevent the spread of Coronavirus (COVID-19), and in continuation of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.

Shareholders who are registered in Tadawulati will be notified via text message explaining the process to attend the meeting Method of Communication For any further information or questions, kindly contact the Investors Relations department:

Direct line: 0112763007

Phone number: 0114013030 extension (2445), (2499) and (2448) during operating hours

Email: Investor.relations@riyadbank.com Additional Information All documents related to the agenda items above, are available at the Investors relations Department at the Bank’s HQ and available on the bank’s website. Attached Documents  

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