| Element List | Explanation |
|---|---|
| Introduction | The Saudi Awwal Bank announces the results of the Extraordinary General Assembly’s Meeting (First Meeting). |
| City and Location of the General Assembly's Meeting | Via modern technology means. |
| Date of the General Assembly's Meeting | 2026-04-21 Corresponding to 1447-11-04 |
| Time of the General Assembly’s Meeting | 18:30 |
| Percentage of Attending Shareholders | 73,52792 |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board of Directors have attended the meeting: 1. Ms. Lubna Alolayan (Board Chair) 2. Mr. Suliman Algwaiz (Board Vice Chair) 3. Mr. Mohammed Alomran 4. Mr. Saad Alfadly 5. Mr. Mohamed Almaraj 6. Mr. Anthony Cripps 7. Mr. Martin Powell 8. Mr. Surendranath Ravi Rosha 9. Mr. Samir Assaf 10. Mr. Stuart Gulliver 11. Mr. Ahmed Alulaqi |
| 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. Stuart Gulliver (Executive Committee Chair) 2. Mr. Ahmed Alulaqi (Nomination and Remuneration Committee Chair) 3. Mr. Martin Powell (Audit Committee Chair) 4. Mr. Suliman Algwaiz (Board Risk Committee Chair) 5. Mr. Mohammed Almaraj (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 2025. 2) Reviewed and discussed the financial statements for the fiscal year ending on 31 December 2025 3) Approved on the auditor's report for the fiscal year ending on 31 December 2025. 4) Approved on discharge of Board of Directors for fiscal year ending on 31 December 2025. 5) Approved on the appointment of the Bank’s external auditors (EY & 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 fiscal year 2026 and the first quarter of the fiscal year 2027, and determine their fees with the amount of 7,700,000 SAR for ‘PWC’ and 7,810,000 SAR for ‘EY’ both excluding VAT. 6) Approved on disbursement of 13,684,110 Saudi riyals as remuneration to Board members for the fiscal year ending on 31 December 2025. 7) Approved on delegating the board of directors to distribute interim (semiannual or quarterly) dividends for the fiscal year 2026. 8) Approved on delegating to the Board of Directors the authority of the Ordinary General Assembly. This is in accordance with the authorization contained in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the approval of the General Assembly, or until the end of the delegated board of directors’ term, which ever is earlier, in accordance with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 9) Approved on delegating to the Board of Directors the authority of the Ordinary General Assembly. This is in accordance with the authorization contained in paragraph (2) of Article (27) of the Companies Law, for a period of one year from the date of the approval of the General Assembly, or until the end of the delegated board of directors’ term, which ever is earlier, based on the Standards on Engaging in Competing Business with the Bank approved by the General Assembly. 10) Approved on the bank’s shares buy-back, with a maximum of 5,743,651 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, 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. 11) Approved on the business and contracts concluded between the Bank and HSBC Global Services Limited. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Samir Assaf and Mr. Surendranath Ravi Rosha have an indirect interest, as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are information technology services support. The contract was concluded without conditions or preferential benefits and the total value of transactions during the year 2025 amounts to SAR 46,305,503.47. 12) Approved on the business and contracts concluded between the Bank and HSBC Software development Limited (Guangdong). In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Samir Assaf and Mr. Surendranath Ravi Rosha have an indirect interest, as members representing the foreign partner HSBC Holdings BV These businesses and contracts are programing services support. The contract was concluded without conditions or preferential benefits and the total value of transactions during the year 2025 amounts to SAR 15,509,419.88. 13) Approved on the business and contracts concluded between the Bank and HSBC Software Development Private Limited (India). In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Samir Assaf and Mr. Surendranath Ravi have an indirect interest, as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are consulting services. The contract was concluded without conditions or preferential benefits and the total value of transactions during the year 2025 amounts to SAR 23,703,194.72. 14) Approved on the business and contracts concluded between the Bank and HSBC Hong Kong Branch. In which the members of the Board of Directors Mr. Anthony Cripps, Mr. Samir Assaf and Mr. Surendranath Ravi Rosha have an indirect interest, as members representing the foreign partner HSBC Holdings BV. These businesses and contracts are information technology services support. The contract was concluded without conditions or preferential benefits and the total value of transactions during the year 2025 amounts to SAR 12,184,075.64. 15) Approved on the business and contracts concluded between the Bank and EFSIM Facilities Management Company. In which the member of the Board of Directors Mr. Sulaiman Abdulrahman Algwaiz has an indirect interest, as his relative owns shares in EFSIM. These businesses and contracts are for the facilities services of the Bank’s buildings. The contract was concluded without conditions or preferential benefits and the total value of transactions during the year 2025 amounts to SAR 19,973,118.93. 16) Approved on the Board of Directors’ recommendation to distribute dividends amounting to 2,055 Million Saudi riyals to shareholders for the second half of the fiscal year ending on 31 December 2025, at 1.00 riyals per share, which represents 10% 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 Securities Depository Center at the end of the second trading day following the eligibility date, and provided that the distribution of dividends begins on Monday 11 May 2026. |