Saudi Awwal Bank — Proxy Solicitation & Information Statement 2019

Apr 24, 2019

SABB INVITES ITS SHAREHOLDERS TO ATTEND THE EXTRA ORDINARY GENERAL MEETING, WHICH INCLUDES THE INCREASE IN THE SHARE CAPITAL OF SABB (FIRST MEETING)

1060 · 24/04/2019 15:25:20 · Announcement #54548 · View on Saudi Exchange

SABB INVITES ITS SHAREHOLDERS TO ATTEND THE EXTRA ORDINARY GENERAL MEETING, WHICH INCLUDES THE INCREASE IN THE SHARE CAPITAL OF SABB (FIRST MEETING)

Element List	Explanation
Introduction	The Board of Directors at SABB have the pleasure to invite the Bank Shareholders to attend the Extra Ordinary General Meeting (EOGM) which includes the increase in the share capital of SABB (FIRST MEETING)
City and Location of the Extraordinary General Meeting	Head Office, Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh
Link at the meeting	https://goo.gl/maps/4mzRe42S4YG2
Date of the Extraordinary General Meeting	2019-05-15 Corresponding to 1440-09-10
time of the Extraordinary General Meeting	21:00
shareholding Eligibility to attend general assembly meeting	As per the rules and regulations, any shareholder registered in the Banks share registry at the Depository Center as of the end of trading on the EOGM day, has the right to attend the EOGM. Noting that the right to attend the EOGM ends at the start of the meeting, and the right to vote ends once the voting sorts has concluded.

Furthermore, according to Article 191(4) of the Companies Law, a shareholder that holds shares in both SABB and Alawwal bank is only entitled to vote on resolutions relating to the Merger in the EGM of one of the companies. If a shareholder votes on the resolutions related to the Merger in the EGM of both SABB and Alawwal, then his vote will only be counted in one of the EGMs. Quorum as percentage of shareholding As per Article (39) of SABB Bylaws, The EOGM shall be valid only if attended by shareholders representing at least half of the Share 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 if attended by shareholders representing at least one quarter of the Share Capital. Meeting Agenda 1. To vote on the proposed amendments to the technical services agreement between SABB and HSBC Holdings plc, originally dated 30 September 1987 (as amended from time to time), as set out in the Shareholders circular which will be issued by SABB at a later time.

2. To vote on the amendments to SABB’s bylaws in the form set out in attachment 2 of this invitation with immediate effect.

3. to vote on the proposed merger (the "Merger") of SABB and Alawwal bank ("Alawwal bank") to be effected by way of a merger pursuant to Articles 190 to 193 of the Companies Law issued under Royal Decree No. M3 dated 28/1/1437H (corresponding to 10/11/2015G) (the "Companies Law"), through the issuance of 0.48535396 new SABB shares for every share in Alawwal bank subject to the terms and conditions of the merger agreement between SABB and Alawwal bank dated 3 October 2018G (the "Merger Agreement"). In addition, the approval of the following matters relating to the Merger:

(a) The approval of the terms and conditions of the Merger Agreement entered into between SABB and Alawwal bank on 3 October 2018G.

(b) The increase of the share capital of SABB from SAR15,000,000,000 to SAR 20,547,945,220, subject to the terms and conditions of the Merger Agreement and with effect from the Effective Date, pursuant to the Companies Law and the Merger Agreement.

(c) Subject to the Merger becoming effective, the approval of the changes to SABB’s bylaws set out in attachment 3 of this invitation

(d) The authorisation of the Board of Directors of SABB, or any person so authorised by the Board of Directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

4. to vote on the contracts and dealings to be entered into between (i) the Company and HSBC Asia Holdings B.V. and (ii) the Company and HSBC Saudi Arabia in which the directors of the Company being David Dew, Samir Assaf, Stephen Moss and Georges Elhedery are interested (as representatives of the HSBC Group), pursuant to a sale and purchase agreement (the “SPA”) to sell 1,000,000 shares of HSBC Saudi Arabia held by the Company to HSBC Asia Holdings B.V. for an aggregate purchase price of SAR 36,000,000 (the "Transaction") including: the entry into an amended shareholders agreement between the Company and HSBC Asia Holdings B.V. (the “SHA”) to reflect the terms of the Transaction and any other related documents. The Transaction is subject to a number of conditions, including obtaining the relevant regulatory approvals. The Board of Directors of the Company or any person so authorised by the Board of Directors, shall also be authorised to adopt any resolution or take any action as may be necessary to give effect to this resolution.

5. To vote on increasing the Bank’s Auditors fees based on the recommendation of the Audit Committee due to the increase of their scope as part of the Merger with Alawwal Bank. E-Vote The shareholders who are registered in Tadawulaty can remotely vote on the items of EOGM starting at 10:00 AM on Sunday, 7 Ramadan 1440H corresponding to 12 May 2019, and continue until 04:00 PM on the day of the Meeting. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa) Additional Information - It should be noted that the above EGM items are part of the Merger conditions, except for items (4) and (5), noting that the Merger is also subject to other conditions. The Merger will be become effective after satisfying all of the Merger conditions. The new shares will be allocated to Alawwal bank Shareholders who are registered in the shareholders’ register of Alawwal bank at the end of the second trading period following the Effective Date

For further information about the Merger and its terms and conditions as well as other matters related to it including related parties, the procedures for completing the Merger and the relevant risks, the shareholders should refer to the Shareholders Circular which will be issued by SABB at a later time. The Board of Directors of the Company emphasizes the importance for all shareholders to read the Shareholders Circular in full when issued and to consider it carefully prior to making a decision on the resolutions set out above.

- the shareholder may delegate another person on his behalf to attend the ExtraOrdinary General Meeting and vote on the EOGM agenda items by means of a proxy (as per the enclosed form), providing that the delegated shall not be a member of the Board or a staff, and noting that the proxy shall be authenticated by one of the following entities: Chamber of Commerce and Industry, if the shareholder is an affiliate of one of them, or if the shareholder is a legal company or institution, one of the licensed banks, or the authorized individuals in the Kingdom, providing that the company or institution shall hold an account with the bank, or the authorized individual to perform the validation, the notaries, or the individuals authorized to perform the acts of authentication. The shareholder or his delegate shall provide the bank with a copy of the proxy at least two days prior the date of the meeting and the delegated member must present the original copy of the proxy. Shareholders/ delegated members shall bring with them their identity cards.

Copy of the proxy must be sent to Fax no. 0112763414 or to SABB Head office, Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh, P.O.Box 9084 Riyadh 11413, Head Office.

- Shareholders are kindly requested to come well in advance before the beginning of the meeting to register for attendance.

- For inquiries please contact the Share Registry Department on telephone no. 011-2764140 / 011-2764141 or by email reg.hor@sabb.com

Regards

Chairman of Board of Director Attached Documents

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.