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The Saudi British Bank Announces the Results of its Extra Ordinary General Meeting (first meeting)

1060
SAB
0.56 %
1444/10/14     04/05/2023 08:18:06

Element ListExplanation
Introduction The Board of Directors of the Saudi British Bank (SAB) is pleased to announce the results of the Extra Ordinary General Assembly’s Meeting (First Meeting)
City and Location of the General Assembly's Meeting Head Office, Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh - by means of virtual meeting platform.
Date of the General Assembly's Meeting 2023-05-03 Corresponding to 1444-10-13
Time of the General Assembly's Meeting 18:30
Percentage of Attending Shareholders %73.8983
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following members of the board of directors attended the meeting:

1. Ms. Lubna Suliman Al-Olayan (Chair)

2. Mr. Saad Abdulmohsen Al Fadly (Vice Chair)

3. Mr. Mohammed Omran Al Omran

4. Mr. Suliman bin Abdulrahman AlGwaiz

5. Mr. Mohamed Rasheed Almaraj

6. Mr. Anthony William Cripps

7. Mr. Martin Powell

8. Mr. Stephen Moss

9. Mr. Samir Assaf

While the following directors excused themselves from attending:

1. Mr. Ahmed Farid Al-Aulaqi

2. Mr. Stuart Gulliver

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf 1.Ms. Lubna Suliman Al-Olayan (Executive Committee Chair)

2.Mr. Saad Abdulmohsen Al Fadly (On behalf of Nomination and Remuneration Committee Chair)

3. Mr. Martin Powell (Audit Committee Chair)

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

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

Voting Results on the Items of the General Assembly's Meeting Agenda's 1) Reviewed and discussed the Board of Directors’ report for the fiscal year ending on 31 December 2022.

2) Reviewed and discussed the financial statements for the fiscal year ending on 31 December 2022.

3) Approved the External Auditors’ report for the fiscal year ending on 31 December 2022, after discussion.

4) Approved on the discharge of Board of Directors members from liabilities for their management of the company during the financial year ending on 31 December 2022.

5) Approved the appointment of Price Waterhouse Cooper PWC/ KPMG & Partners for the Bank external auditors from among the nominees, and determining their fees based on the Audit Committee’s recommendation to examine, review and audit the financial statements for the first, second, third quarters and annual financials for the fiscal year 2023 and the first quarter of the fiscal year 2024, and determined their fees.

6) Approved paying an amount of 4,820,000 SAR as remuneration to Board members for the fiscal year ending on 31 December 2022.

7) Approved authorizing the Board of Directors to distribute interim dividends on a (semiannual/quarterly) bases for the fiscal year 2023.

8) Approved authorizing the Board of Directors the authorization power of the Ordinary General Assembly stipulated in paragraph 1 of Article 27 of the Companies Law, for a period of one year starting from the date of the approval from of the General Assembly or until the end of the delegated Board of directors’ term, whichever is earlier, in accordance with the with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

9) Approved the Board of Directors’ recommendation to distribute dividends amounting to SAR 1,521 Million to shareholders for the second half of the fiscal year ending on 31 December 2022, at 0.74 riyals per share, which represents 7.4% of the nominal value of one share. Provided that the entitlement to dividends is for shareholders holding shares by the end of the trading day of the assembly date, and who are registered in the Company's shareholder’s registry held with the Securities Depository Center Company (Edaa) at the end of the second trading day following the entitlement date, provided that the distribution of dividends begins on Thursday 28 Shawwal 1444H corresponding to 18 May 2023.

10) Approved the bank’s purchase of its own shares, with a maximum of 1,000,000 shares, to be allocated to the long-term incentive program for employees, provided that the purchase of these shares to be financed through the bank’s own resources. further, to delegate the Board (or whomever it delegates) to complete the purchase within 12 months from the date of the extraordinary general assembly’s resolution, and to be kept no longer than 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.

11) Approved the contracts and transactions between the bank and HSBC Bank plc, 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, to dispose of loans and advances with a gross amount of SAR 1,275 million and expected credit losses of SAR 1,000 million, resulting in a net amount disposed of SAR 275 million against an agreed cash consideration of SAR 290 million.

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

13) Approved the Corporate Social Responsibility Policy.

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.

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Key Parameters
Last Price 32.4
Net Change 0.18 (+0.56%)
Value Traded (Sar) 66,219,925.2
Volume Traded 2,051,427
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