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Samba Financial Group Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)

Element ListExplanation
Introduction Samba Financial Group announces the results of the Extraordinary General Assembly Meeting (First Meeting)
City and Location of the General Assembly's Meeting Through contemporary technology using Tadawulaty, from Samba Financial Group’s office in Riyadh – Samba Tower - King Abdullah Financial District (using Tadawulaty system only).
Date of the General Assembly's Meeting 2021-03-01 Corresponding to 1442-07-17
Time of the General Assembly's Meeting 19:30
Percentage of Attending Shareholders 68.65%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees 1- Mr. Ammar Alkhudairy (chairman of the board of directors);

2- Mr. Yazeed Alhumied (deputy chairman);

3- Mr. Fahad Almufarrij ;

4- Mr. Eyad Alhusain;

5- Dr. Khalid Alsweilem;

6- Mr. Ali Almansour;

7- Dr. Walid Abanumay;

8- Mr. Abdullah Alrowais;

9- Mr. Ali Husein Alireza; and

10- Dr. Ibrahim Almojel.

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf 1- Mr. Ammar Alkhudairy (chairman of the executive committee);

2- Mr. Ali Almansour (chairman of the risk committee);

3- Dr. Walid Abanumay (chairman of the nomination and remuneration committee); and

4- Mr. Abdullah Alrowais (chairman of the audit committee).

Voting Results on the Items of the General Assembly's Meeting Agenda's Accept the offer of the National Commercial Bank to merge Samba Financial Group into the National Commercial Bank to be effected pursuant to Articles (191) to (193) of the Companies Law, through the issuance of (0,739) new National Commercial Bank shares for every share in Samba Financial Group which will result in the dissolution subject to the relevant regulatory requirements and the terms and conditions of the binding merger agreement entered into between Samba Financial Group with the National Commercial Bank on 24/02/1442H (corresponding to 11/10/2020G), including the approval of the following matters relating to the merger:

a. The ratification of the entry into the merger agreement between Samba Financial Group and the National Commercial Bank dated 24/02/1442H (corresponding to 11/10/2020G); and

b. the authorization of the board of directors of Samba Financial Group, 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

The Capital Market Authority and the Saudi Stock 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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