Saudi Awwal Bank — Proxy Solicitation & Information Statement 2017

Mar 30, 2017

SABB INVITES ITS SHAREHOLDERS TO ATTEND THE EXTRAORDINARY GENERAL MEETING

1060 · 30/03/2017 18:25:54 · Announcement #46222 · View on Saudi Exchange

SABB INVITES ITS SHAREHOLDERS TO ATTEND THE EXTRAORDINARY GENERAL MEETING

The Board of Directors at SABB has the pleasure to invite the Bank Shareholders to attend the Extraordinary General Meeting to be held at 7:30 PM on Tuesday 28 Rajab 1438H, corresponding to 25 April 2017 (as per Umm Al Qura) in the Banks Head Office, Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh, to review the following agenda:

1)To vote on the Board report for the fiscal year ending on 31 December 2016.

2)To vote on the financial statements for the fiscal year ending on December 31, 2016.

3)To vote on the Auditors report for the fiscal year on 31 December 2016.

4)To vote on relieving the Directors from their liability for the year ending on 31 December 2016.

5)To vote on the Board recommendation for the distribution of cash dividends to shareholders for the second half of the fiscal year ending 31 December 2016 amounting SAR 525 Million of SAR 0.35 per share which represents 3.50% of nominal share value after zakat deduction, in addition to the amount SAR 525 Million which had been distributed for the first half of the fiscal year 2016, thereby, the total dividends distributed for the year ending on 31 December 2016 amounts to SAR 1050 Million at the rate of SAR 0.70 for each share which equals 7.0% of nominal share value after deduction of zakat. Eligibility for the second half dividends of the year will be to the shareholders registered in the Bank share registry as of the end of trading on the EOGM day.

6)To vote on the selection of Auditors from the nominated list for the banks financials and quarterly results for the year 2017 as per the nomination of the Audit Committee and determining their fees.

7)To vote on the disbursement of SAR 2,723,097 as remuneration and compensation to the members of the Board of Directors for the fiscal year ending on 31 December 2016.

8)To vote on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis.

9)To vote on amending the rules and regulations of the Nomination and Remuneration Committee in line with the requirements issued by the regulatory authorities.

10)To vote on the appointment of Mr. Khalid bin Abdullah Al-Mulheim, A member of the Audit Committee as an independent member of the Board starting from April 25, 2017 until the end of the current session on December 31, 2019 .

11)To vote on the amendment of the Bank Articles of Associations to comply with the Companies Law issued by the Royal Decree No. (M / 3) dated 28/01/1437H.

12)Vote on the Related Parties Transactions as per the attachment.

Shareholders are requested to note the following:

-According to the regulatory guidelines, each shareholder has the right to attend the General Meeting or to delegate another shareholder on behalf of him, who is not a member of the Board or a staff or who is permanently assigned any technical or administrative work to his account, to attend the meeting and vote on the proposed decisions by means of a proxy (as per the enclosed form), noting that the proxy shall be authenticated by one of the following entities: Chamber of Commerce and Industry, one of the licensed banks, the authorized individuals, the notaries, or the individuals authorized to perform the acts of authentication. As per the regulatory guidelines, the last date to receive proxies is at least two days prior the date of the meeting and the delegated member must present the original copy of the proxy.

-Shareholders wishing to attend the meeting must bring with them their identity cards and the documents proving their title to shares, to identify themselves and to confirm the number of shares owned by them or by their representative. Registration of shareholders names and the number of shares they hold or represent will commence at 6:30 PM and will end before the beginning of the meeting.

-As per Article (39) of the Bank Articles of Association, the Quorum for holding the EOGM will be 50% of the shareholding capital. In case of non-completion of the Quorum at this meeting, a second meeting will be held within thirty days, and this meeting will be valid if it represents 25% of the shareholding capital.

- Eligibility for the second half dividends of the year ending on 31 December 2016 will be to the shareholders registered in the Bank share registry with the Securities Depository as of the end of trading on the EOGM day, Tuesday 28 Rajab 1438H corresponding to 25 April 2017 (as per Umm Al Qura) after EOGM approval. Payment of dividends will commence effective Tuesday, 6 Shaban 1438H corresponding to 2 May 2017.

-The Bank would like to draw the attention of non-resident foreign investors that the cash dividends transferred by the resident financial intermediary are subject to a deduction tax of 5% upon direct transfer to the non-resident investor account or credited to his local bank account in accordance with the provisions of Article (68) Of the Income Tax Law and Article (63) of its implementing regulations.

-Full texts of AOA articles which require amendments are enclosed with the Proxy form.

- For inquiries and further information, please contact the Share Registry Department during official working hours on telephone (011) 2764140, Fax: (011) 2763414 or by email reg.hor@sabb.com

Regards

Board of Directors

Attached Documents

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