Saudi Awwal Bank — Proxy Solicitation & Information Statement 2015

Jan 12, 2015

INVITATION TO THE SAUDI BRITISH BANK (SABB) SHAREHOLDERSTO ATTEND THE EXTRA-ORDINARY GENERAL MEETING FOR CAPITAL INCREASE

1060 · 12/01/2015 17:39:57 · Announcement #36624 · View on Saudi Exchange

INVITATION TO THE SAUDI BRITISH BANK (SABB) SHAREHOLDERSTO ATTEND THE EXTRA-ORDINARY GENERAL MEETING FOR CAPITAL INCREASE

The Board of Directors has the pleasure to invite the Banks Shareholders to attend the Extra-Ordinary General Meeting to be held at 16:00 PM on Wednesday20Jumada I, 1436H, corresponding to 11 March 2015 as per Umm Al Qura in the Banks Head Office, Prince Abdulaziz Bin Musaid Bin Jalawi Street, Riyadh to review the following agenda.

Agenda

1) To approve the Board report to Shareholders on the Banks activities in the year ending 31 December 2014.

2)Toendorse the Balance Sheet and approve the Auditors report as of 31 December 2014 and the Profit & Loss Account for the year ending on the same date.

3)To relieve the Directors from their liability for the period commencing 01 January 2014 to 31 December 2014.

4)To approve the Board recommendation for distribution to shareholders of total dividends of SAR 1,050 Million (One Thousand Fifty Million) or SAR 1.05 (One Riyal Five Halalas) per share after deduction of Zakat, representing the dividends for the year ending 31.12.2014 which equals 10.50% of share nominal value.

5)To approve the selection of auditors from the nominated auditors list for the banks financials and quarterly results for the year 2015 as per the nomination of the Audit Committee and fixing of their fees.

6)To approve the directors remuneration and compensations in their capacity as directors of the Board, as included in the Board annual report, for the period from 01 January 2014 to 31 Dec 2014.

7)To approve amendment of the terms of reference of the Audit Committee as per the requirements of the regulatory authorities.

8)To approve the appointment of Mr. Saad Abdulmohsen Al Fadly, non-executive member of the Board of Directors in place of Mr. Mohammed Bin Abdulrahman Al Samhan effective 1 April 2014 for the present Board term which ends on 31 December 2016.

9)To approve the increase of SABB Capital by 50% from SAR 10.000 Million to SAR 15.000 Million by capitalization of retained earnings and statutory reserves and issue of 1 bonus share for each 2 held shares to shareholders registered in the banks register as of the end of trading on the EOGM day, 20 Jumada I, 1436 H corresponding to 11 March 2015 so that the new capital is SAR 15.000 Million (Saudi Riyals Fifteen Thousand Million only) divided into 1500 Million (One Thousand Five Hundred Million) shares compared to 1.000 Million (One Thousand Million), shares each of equal nominal value of SAR 10 (Saudi Riyals ten).

10)To approve amendment of Article 6 of the Banks Articles of Association to reflect the new capital increase so as to read as follows:

The companys capital amounts to SAR 15.000.000.000 (Saudi Riyals Fifteen Thousand Millions only) divided into 1.500.000.000 (One Thousand Five Hundred Million) shares each of equal nominal value of SAR 10 (Saudi Riyals ten) all of which will be ordinary and cash shares and all of which will rank pari passu as one class in all respects. The company shall have power to alter by increasing or reducing its capital subject to the provisions of these Articles of Association, the Companies Law, the Banking Control Law, and any other applicable laws and regulations.

Shareholders are requested to note the following:

-Based on Article 32 of the Banks Articles of Association, any shareholder holding title to more than 10 shares shall have the right to attend the Extra-Ordinary General Meeting or to delegate another shareholder, who is not a director or a staff permanently assigned any technical or administrative job to the Banks account, to attend the meeting and vote on the proposed decisions by means of a proxy (as per the enclosed form). Last date to receive proxies will be three days at least before the date of the meeting as per the rules.

-Shareholders wishing to attend the meeting should bring with them their identity cards and the documents evidencing title to shares, to identify themselves and to establish the number of shares owned by them or by the shareholder or shareholders whom they represent. Registration of shareholders names and the number of shares they hold or represent will commence at 3:00 PM and will end before the beginning of the meeting.

-As per Article 39 of the Banks Articles of Association, Quorum for holding of the meeting will be 50% of the shareholding capital

-Eligibility for the bonus share issue and dividends will be to the shareholders registered in the Banks share registry as of the end of trading on 20 Jumada I, 1436H corresponding to 11 March 2015 (as per Umm Al Qura) after EOGM approval. Payment of dividends will commence effective Wednesday, 27 Jumada I, 1436H, corresponding to 18 March 2015. Distributed dividends will not include the bonus shares

-For inquiries and further information please contact the Share Registry Department during the normal work hours at Telephone No. 011-2764141, Fax: 011-2764050

Board of Directors

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.