Friday, 29 March 2024

BSFR GA Discusses BOD Recommendation to Distribute SR1.01 bln Profits for 2H

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The Board of Directors of Banque Saudi Fransi (BSFR) invited its valuable shareholders to participate in the Extraordinary General Assembly meeting (first meeting) that will convene on Sunday, 12/06/2022, through means of modern technology.

Every shareholder registered in the bank’s share registry at the Securities Depository Center at the end of the trading session prior to the General Assembly Meeting day, shall have the right to attend the General Assembly meeting as stipulated in the relevant rules and regulations.

The quorum for holding the Extraordinary General Assembly shall be considered valid if attended by shareholders who represent at least 50% of the bank’s capital. If the required quorum has not been met, a second meeting will be held one hour from the time the first meeting was supposed to convene. The second meeting shall be valid if attended by shareholders representing at least 25% of the bank’s capital.

اقرأ المزيد

General Assembly Meeting Agenda:

1- Voting on the Board of Directors’ Report for the fiscal year ending on 31/12/2021

2- Voting on the Auditors report on the bank’s accounts for the fiscal year ending on 31/12/2021

3- Voting on the bank’s financial statements for the fiscal year ending on 31/12/2021

4- Voting on the Board of Director’s decision of cash dividends distributed for the first half of the fiscal year 2021 amounting to SR 779.97 million, 0.65 SR per share, representing 6.5% of share’s nominal value

5- Voting on the Board of Director’s recommendation to distribute cash dividends for the second half of the fiscal year 2021G by SR 0.85 per share, i.e. a total of SR 1,019.96 million representing 8.5% of share’s nominal value, provided that the entitlement to dividends is for shareholders holding the shares by the end of the trading day of the Assembly date, and those registered in the bank’s shareholders registry held with the Securities Depository Center Company (Edaa) at the end of the second trading day following the entitlement date, where the distribution begins on Thursday 30/06/2022 Therefore, the total dividends distributed to shareholders for the fiscal year ending on 31/12/2021 is SR 1,799.93 million by 1.50 SR per share, representing 15% of share’s nominal value.

6- Voting on delegating the Board of Directors to distribute interim dividends on a biannually or quarterly basis for the fiscal year 2022

7- Voting on the discharge of Directors from their liabilities for the year ending 31/12/2021

8- Voting on paying an amount of (SR 8,049,000) as remuneration to the Board of Directors for the fiscal year ending on 31/12/2021

9- Voting on delegating the Ordinary General Assembly’s powers to Board of Directors as stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the General Assembly’s approval, or until the end of the Board of Directors’ term 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.

10- Voting on the appointment of external auditors for the bank from among the candidates based on the Audit Committee’s recommendation to examine, review and audit the (second, third and fourth) quarter, the annual financial statements of the fiscal year 2022, and the first quarter of the fiscal year 2023 together with the determination of their remuneration.

11- Voting on the participation of Mr. Khalid Al Sharif, a member of the Board of Directors in a business competing with the Bank, as he is a member of the Board of Directors of The Family Office International Investment Company.

12- Voting on amending Audit Committee Charter.

13- Voting on amending Nomination and Remuneration Committee Charter.

14- Voting on business and contracts concluded between the bank and Al Khaleej Training and Education Company (SMARTLINK), in which the Board of Directors member, Mr. Abdulrahman Al Rashed, has an indirect interest, which is a contract to provide Manpower and professional services, from 01/01/2018 to 31/12/2021, with a total amount paid for the year 2021 of SR 7,818,854.65 , without preferential terms.

15- Voting on business and contracts concluded between the bank and ABANA Enterprise Group, in which the Board of Directors member, Mr. Abdulrahman Al Rashed, has an indirect interest, which is a contract of Maintenance of Cash Counting Machines, from 01/04/2015 to 30/04/2022, with a total amount of SR 1,598,369.00, without preferential terms.

16- Voting on business and contracts concluded between the bank and Jeddah National Hospital, in which the Board of Directors member, Dr. Khaled Al Mutabagani, has an indirect interest, which is a contract to rent an ATM site from 01/06/2014 to 31/05/2024, with an annual amount of SR 35,000.00, without preferential terms.

17- Voting on business and contracts concluded between the bank and Jeddah National Hospital, in which the Board of Directors member, Dr. Khaled Al Mutabagani, has an indirect interest, which is a contract to rent an ATM site from 01/06/2016 to 31/05/2021, with an annual amount of SR 40,000.00, without preferential terms.

18- Voting on business and contracts concluded between the bank and Panda Retail Company, in which the Board of Directors member, Mr. Bader Al Issa, has an indirect interest, which is a contract to rent an ATM site from 01/12/2020 to 30/11/2021, with an annual amount of SR 43,000.00, without preferential terms.

19- Voting on the purchase by Bank of a number of its shares with a maximum of (3,000,000) of its shares to allocate them to the employees of the bank within the employees’ shares program. The purchase will be financed through the bank’s own resources, and the board of directors will be authorized to complete the purchase process within a maximum period of twelve (12) months from the date of the Extraordinary General Assembly’s decision. The purchased shares will be kept by the Bank for a period not exceeding (10) years from the date of Extraordinary General Assembly approval, as a maximum period until shares are allocated to the eligible employees. Once the said period lapses, the bank shall follow the rules and procedures stipulated in the relevant laws and regulations, considering that this plan is a continuation of the current one of which terms have previously been defined by the Board of Directors and approved by the General Assembly held on 01/05/2019.

The shareholders registered in Tadawulaty services may vote on the items of the General Assembly agenda online starting on Wednesday 08/06/2022 until the closure of the General Assembly meeting.

Eligibility for Attendance Registration and Voting:

Right to Register Attendance for the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Right to Vote on the items of the Meeting Agenda Ends upon the Vote Counting Committee Concludes the vote screening process.

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