1. Ms. Lubna Al-Olayan (Chair)

2. Mr. Saad Al Fadly (Vice Chair)

3. Mr. Mohammed Al Omran

4. Mr. Suliman AlGuwaiz

5. Mr. Anthony Cripps

6. Mr. Martin Powell

7. Mr. Stephen Moss

8. Mr. Samir Assaf

9. Mr. Stuart Gulliver

10. Mr.Mohamed Almaraj

While the following directors excused themselves from attending:

Mr. Ahmed Al-Aulaqi

2. Mr. Saad AlFadly (On behalf of Nomination and Remuneration Committee Chair)

3. Mr. Martin Powell (Audit Committee Chair)

4. Mr. Suliamn AlGuwaiz( Board Risk Committee Chair)

5. Mr. Mohamed Almaraj (On behalf of Technology and Digital Committee Chair)

2) Reviewed and discussed the financial statements for the fiscal year ending on 31 December 2023.

3) Approved the External Auditors’ report for the fiscal year ending on 31 December 2023, after discussion.

4) Approved the discharge of Board members for fiscal year ending on 31 December 2023.

5) Approved the appointment of the Bank’s external auditors Ernst & Young “EY” and PricewaterhouseCoopers “PWC”, from among the nominees, based on the Audit Committee’s recommendation to examine, review and audit the financial statements for the second, third quarters and annual financial statement of the fiscal year 2024 and the first quarter of the fiscal year 2025, and determine their fees with the amount of 4,615,000 SAR for “PWC” and 4,920,000 SAR for “EY”, both excluding VAT.

6) Approved the disbursement of 4,856,000 Saudi riyals as remunerations to Board members for the fiscal year ending in 31 December 2023.

7) Approved on delegating the board of directors to distribute interim (semiannual or quarterly) dividends for the fiscal year 2024.

8) Approved on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the approval by of the General Assembly or until the end of the delegated Board of directors’ term, whichever is earlier, in accordance with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

9) Approved the business and contracts concluded between the Bank and Bupa Arabia for Cooperative Insurance for Staff and Parents Insurance Policy. In which SAB Board Director Mr. Suliman Alguwaiz has an indirect interest. The contract was concluded without conditions or preferential benefits and the total contract value of the transactions during the year 2023 amounts to SAR 129,086,684.

10) Approved the businesses and contracts concluded between the Bank and HSBC Software Development (India) Private Limited. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss and Mr. Samir Assaf have an indirect interest as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are software development service. The contract was concluded without conditions or preferential benefits and the total value of the transactions during the year 2023 amounts to SAR 15,570,912.

11) Approved the businesses and contracts concluded between the Bank and HSBC Global Services Limited. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Stephen Moss and Mr. Samir Assaf have an indirect interest as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are general services. The contract was concluded without conditions or preferential benefits and the total value of the transactions during the year 2023 amounts to SAR 14,907,979.

12) Approved the Board of Directors’ recommendation to distribute dividends amounting to 2,014 Million Saudi riyals to shareholders for the second half of the fiscal year ending on 31 December 2023, at 0.98 riyals per share, which represents 9.8% of the nominal value of one share, for the 2,054,794,522 shares due for dividends, Provided that the eligibility for dividends for the second half is for shareholders owning shares by the end of the trading day of the General Assembly meeting date, who are registered in the bank’s shareholders register at the Depository Center at the end of the second trading day following the eligibility date, and provided that the distribution of dividends begins on 13 May 2024.

13) Approved the bank’s shares buy-back, with a maximum of 4,700,000 shares, to be allocated to the Employee Stock Incentive Plan, the purchase of these shares will be financed through the bank’s own resources. Further, to authorizes the Board (or whomever it delegates) to complete the purchase within 12 months from the date of the extraordinary general assembly's approval, and to determine the terms of the program and its implementation, the bank may hold treasury shares without selling or allocating them to the Employee Share Scheme for a period not exceeding 10 years from the date of approval. Once the said period lapses, the bank will follow the rules and procedures stipulated in the relevant laws and regulations.

14) Approved amending the Selection Policy for Board and Committee Members.

15) Approved amending the Audit Committee Terms of Reference.

16) Approved amending the Nomination and Remuneration Committee Terms of Reference.

17) Approved amending the Remuneration Policy for Board Directors, Committee Members & Executive Management.