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Banque Saudi Fransi announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

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Introduction Banque Saudi Fransi’s Board of Directors is pleased to invite its shareholders to attend the meeting of the Extraordinary General Assembly taking place on Thursday 15/04/1441H corresponding to 12/12/2019 G at 6:30PM, in the eighth floor of the Bank’s head office located in King Saud Road ex. (Al Ma’ather street) in Riyadh.
City and Location of the General Assembly's Meeting Eighth floor of the Bank’s head office located in King Saud Road ex. (Al Ma’ather street) in Riyadh
URL for the Meeting Location https://goo.gl/maps/xswmhx1zZLp
Date of the General Assembly's Meeting 2019-12-12 Corresponding to 1441-04-15
Time of the General Assembly's Meeting 18:30
Attendance Eligibility Every shareholder registered in bank’s shareholders register at the Depository Center at the end of the trading session prior to the meeting of the General Assembly according to the laws and regulations, taking into consideration that eligibility to register the attendance for the Assembly meeting shall end at the time of the meeting. Moreover, the right to vote on Assembly’s agenda for attendees ends when the Vote Counting Committee completed the counting process.
Quorum for Convening the General Assembly's Meeting The quorum for holding the Extraordinary General Assembly shall be considered valid if attended by shareholders who represent at least half of bank’s capital. If the required quorum has not been met, a second meeting will be held one hour after the end of the first meeting period. The second meeting shall be valid if the attending shareholders represent at least quarter of bank’s capital.
General Assembly Meeting Agenda 1-To vote on Board’s resolution to appoint Mr. Timothy Clark Collins as (independent member) in company’s Board of Directors as of 23/4/2019 until the end of current session (31/12/2021).

2-To vote on amending Article (24) of Bank’s Bylaws related to Board’s Chairman, Vice Chairman and Secretary of the Board.

3-To vote on amending Article (5.3.1) of social responsibility’s policy.

4- To vote on authorizing the Board of Directors to endorse the programs of corporate social responsibility, annually.

5-To vote on transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company where the BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (285,000) SAR annually (contract’s term from 15/08/2016 to 14/08/2018) without preferential terms in these transactions and contracts.

6-To vote on transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company. The BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (237,500) SAR annually (contract’s term from 01/06/2015 to 31/05/2018) without preferential terms in these transactions and contracts.

7-To vote on transactions and contracts concluded between the Bank and Kingdom compound owned by Kingdom Holding Company. The BOD member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (261,250) SAR annually (contract’s term from 01/09/2017 to 31/08/2018) without preferential terms in these transactions and contracts.

8-To vote on transactions and contracts concluded between the Bank and Kingdom Compound owned by Kingdom Holding Company. The Board Member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (269,000) SAR annually (contract’s term from 01/04/2015 to 31/03/2018) without preferential terms in these transactions and contracts.

9-To vote on transactions and contracts concluded between the Bank and Kingdom Compound owned by Kingdom Holding Company. The Board Member Eng. Talal Al-Maiman has indirect interest as he is an executive member in Kingdom Holding’s Board of Directors. It consists of renting a residential villa by an amount of (247,000) SAR annually (contract’s term from 18/01/2017 to 17/01/2018) without preferential terms in these transactions and contracts.

10-To vote on the Board of Directors’ right to delegate the authorization powers stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the Ordinary General Assembly’s approval, or until the end of the authorized Board of Directors’ session whichever is earlier, in accordance with the terms stated in the Regulatory Rules and Procedures Issued Pursuant to the Companies Law related to listed joint-stock companies.

11- To vote on the standards for the participation of a member of the Board of Directors in a business that would compete with the bank or any of its activities.

12-To vote on the participation of Mr. Khalid Al-Omran, a member of the Board of Directors in a business that would compete with the Bank, as he is a member of the Board of Directors of Goldman Sachs- Saudi Arabia.

13-To vote on appointing auditors among the candidates and determining their fees based on the Audit Committee recommendation to conduct the quarterly and annual audit of financial statements in 2020.

Proxy Form
E-Vote The shareholders registered in Tadawulaty services may vote on the items of the General Assembly agenda online on Sunday 11/04/1441H corresponding to 08/12/2019 starting from 10:00 AM until 04:00 PM of the meeting day. Registration and voting shall be available free of charge in Tadawulaty services for all shareholders by using the following link: www.tadawulaty.com.sa.
Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes.
Method of Communication For further inquiries, please call the bank’s shareholders affairs as follows: Tel. 011/2891136, 011/2891179 Fax: 011/4037261 Email: shareholdersaffairs@alfransi.com.sa.
Additional Information A shareholder has the right to assign another person who is not a board member or a staff by issuing a written PoA authenticated by:

An Industrial Commercial Chamber if the shareholder is a subscriber, legal company or one of the licensed banks or the authorized person who conducts the authentication.

A Notary of authorized persons.

The shareholder or his assignor shall deliver the bank with a copy of the power of attorney at least 2 days before the meeting date, either by Fax (Nr.: 011/4037261) or posted to the bank’s head office located in King Saud Road ex. (Al Ma’ather) P.O. Box 56006 Riyadh 11554 or by hand to the Corporate Secretary office- the Board of Directors’ Secretary. The assignor shall present the original PoA before the commencement of the meeting, all shareholders and their assignors shall present their ID.

Attached Documents

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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