Riyad Bank — AGM Information 2020

Mar 1, 2020

Riyad Bank announces to Invite its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting

1010 · 01/03/2020 16:00:24 · Announcement #57702 · View on Saudi Exchange

Riyad Bank announces to Invite its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting

Element List	Explanation
Introduction	Riyad bank’s Board of Directors is pleased to invite its shareholders to attend the meeting of the Ordinary General Assembly ( First Meeting )
City and Location of the General Assembly's Meeting	Hilton Riyadh Hotel – Riyadh City – Eastern Ring Road- Granada Hall
URL for the Meeting Location	https://goo.gl/maps/N8DBZgU5LFM2
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 Bank’s Shareholders Registry in the Depository Centre 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 Electronic voting will start on 10:00 am 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 Each shareholder wishing to attend must bring an identity card to identify himself and a document that represents the number of shares owned or represented by them. Moreover, the names of the attendees and the number of shares owned or represented will be recorded as of 06:30 in the evening of the meeting and the registration ends before the beginning of the meeting. And the eligibility for voting on the agenda ends upon the counting committee concludes counting the votes. Method of Communication For any inquiries please contact

Tel: 0114013030 Ext: 2445-2445-2448

During the bank's working hours or by email

investor.relations@riyadbank.com

Riyad Bank, HQ – Alshuhada district – Eastren ring rd – Garnada Oasis – A1 tower 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. The shareholder may delegate another person on his behalf who is not a member of the Board of Directors or the bank's employees or anyone who is permanently assigned to a technical or administrative work to attend the Meeting and vote on the decisions presented in accordance with the power of attorney (attached hereto), provided that such power of attorney shall be permitted by the Chambers of Industry and Commerce, a licensed bank, authorized persons, or notaries, or the authorized persons to practice documentation work. Attached Documents  

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