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

Element List	Explanation
Introduction	The Board of Directors of the Saudi British Bank’s is pleased to announce the results of the Ordinary General Assembly’s Meeting (First Meeting)
City and Location of the General Assembly's Meeting	The Ordinary General Assembly meeting was held remotely and through modern technology.
Date of the General Assembly's Meeting	2020-04-22 Corresponding to 1441-08-29
Time of the General Assembly's Meeting	19:00
Percentage of Attending Shareholders	72.45174
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. Khalid Abdullah Al Molhem

4. Mr. Mohammed Omran Al Omran

5. Mr. Ahmed Farid Al-Aulaqi

6. Mr. David Dew

7. Mr. Samir Assaf

While the following directors excused themselves from attending:

1. Ms. Maria Ramos

2. Mr. Martin Powell

3. Mr. Stephen Moss

4. 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. Mr. David Dew (Managing Director and Chairman of Executive Committee)

2. Mr. Saad Abdulmohsen Al Fadly (Vice Chair and member of Nomination and Remuneration Committee) Voting Results on the Items of the General Assembly's Meeting Agenda's 1) Approve the Board report for the fiscal year ending 31 December 2019.

2) Approve the financial statements for the fiscal year ending 31 December 2019.

3) Approve the Auditors report for the fiscal year ending 31 December 2019.

4) Relieve the relieving the Directors from their liability for the year ending 31 December 2019.

5) Approve the Board recommendation for the distribution of cash dividends to shareholders for the second half of the fiscal year ending 31 December 2019 amounting SAR 1234 Million of SAR 0.60 per share which represents 6 % of nominal share value after zakat deduction. In addition to the amount of SAR 1185 million which it has already been distributed for the first half of the fiscal year 2019, thus bringing the total dividends distribution for the fiscal year end on 31 December 2019 an amount of SAR2419 Million, at SAR 1.2 per share, which represents 12% of the nominal share value after deducting zakat. Eligibility for the second half dividends of the year will be to the shareholders owning shares on the due date (OGM date), and those shareholders registered in the Banks share registry at the Depository Center at the end of the second trading day following the due date which corresponds to Sunday 26 April 2020.

Payment of dividends will commence effective on Tuesday 05 May 2020.

6) Approve the appointment of KPMG Al Fozan & Partners and Ernst & Young as the Auditors of the bank from the nominees based on the recommendation of the Audit Committee to review and audit the financial statements of the first, second and third quarter and the annual financial statements for the year 2020 and determining their fees.

7) Approve the disbursement of SAR 4,113,836 as rewards and compensation to the members of the Board of Directors for the fiscal year ending 31 December 2019.

8) Approve the authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis for the year 2020.

9) Approve increasing the number of audit committee members from 3 to 5 so the audit committee will have 5 members by appointing (Mr. Stuart Gulliver - Independent member and Mr. Andrew Jackson - Independent member) as member(s) of the audit committee starting from the date of the AGM approval until the end of the current committee term on 31/12/2022.

1- Mr. Martin Edward Powell – Committee Chairman

2- Mr. Khalid Saleh AlSubayel - Member

3- Mr. Saad Saleh AlSabti - Member

4- Mr. Stuart Gulliver - Member

5- Mr. Andrew Jackson - Member

10) Approve the amendments on the Nomination and Remuneration Committee (NRC) Term of Reference.

11) Approve the dealings and contracts made between the bank and Al-Bustan Company Ltd., wherein SABB Chairman Ms. Lubna Suleiman Al-Olayan has an indirect interest. The contract was concluded without preferential conditions or benefits. The total value of the transactions during 2019, amounts to SAR 1,871,765 including VAT.

12) Approve the dealings and contracts concluded between the bank and Schindler Al Olayan Elevators Company Ltd., wherein SABB Chairman Ms. Lubna Suleiman Al-Olayan has an indirect interest. It is an elevator maintenance contract, made without preferential conditions or benefits. The total value of the transactions during 2019 amounts to SAR 109,309 including VAT.

13) Approve the dealings and contracts concluded between the bank and Arab Company for Office Equipment, wherein SABB Chairman Ms. Lubna Suleiman Al-Olayan has an indirect interest. It is for maintenance of X-ray devices, made without preferential conditions or benefits. The total value of the transactions during 2019 amounts to SAR 112,059 including VAT.

14) Approve the dealings and contracts concluded between the bank and Saudi Xerox Company, wherein SABB Chairman Ms. Lubna Suleiman Al-Olayan has an indirect interest. It is for maintenance of printing machines, made without preferential conditions or benefits The total value of the transactions during 2019 amounts to SAR 7,781,200

15) Approve the dealings and contracts concluded between the bank and the General Organization for Social Insurance (GOSI), wherein SABB board member Mr. Saad Abdul Mohsen Al-Fadli has an indirect interest. The contract is for data supply made without preferential conditions or benefits. The total value of the transactions during 2019 amounts to SAR 118,125 including VAT.

16) Approve the dealings and contracts concluded between the bank and Olayan Real Estate Company Ltd., wherein SABB Chairman Ms. Lubna Suleiman Al-Olayan has an indirect interest. It is for It is a rental of sites for the bank used as branches, made without preferential conditions or benefits. The total value of the transactions during 2019 amounts to SAR 792,000 including VAT.

17) Approve the delegating to the Board of Directors the General Assembly’s powers included in paragraph (1) of Article (71) of the Companies Law, for one year from the date of approval of the General Assembly or until the end of the Board of Directors term whichever is earlier, in accordance with the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.

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