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EXPLANATION

Introduction

The Board of Directors of the Saudi Investment Bank is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting to be held on Tuesday (corresponding to 01/02/2022G, 1443/06/29H) that will be conducted by means of modern technology, in order to ensure the safety of the bank's shareholders and in an effort to support the efforts and preventive measures taken by the competent and relevant health authorities in relation to addressing the novel coronavirus (COVID-19), and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take preventive measures to prevent its spread.

City and Location of the Extraordinary General Assembly's Meeting

Headquarters of the Bank, King Saud Road, Riyadh (by means of modern technology)

URL for the Meeting Location

http://www.tadawulaty.com.sa/

Date of the Extraordinary General Assembly's Meeting

2022-02-01 Corresponding to 1443-06-29

Time of the Extraordinary General Assembly's Meeting

19:30

Attendance Eligibility

ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations

Quorum for Convening the General Assembly's Meeting

According to Article 32 of the Bank’s bylaws, a meeting of the Extraordinary General Assembly shall be valid only if attended by Shareholders representing at least 50% of the Bank’s capital. If such quorum cannot be attained at the first meeting, a second meeting may be called for to be convened one hour following the time set forth the first meeting,
The second meeting shall be valid only if attended by a number of Shareholders representing at least one-quarter (1/4) of the Bank’s capital.
If a quorum is not met at the second meeting, a third meeting shall be convened in the same manner as stipulated in Article 31 of this By-laws. The third meeting shall be valid regardless of the number of shares represented therein after the approval of the competent authority.

Meeting Agenda

1. Voting on elect members of the board for the next term which will start on February 14, 2022 for a period of three years until February 13, 2025 (CVs of the candidates are attached). ). In the event that the voting results do not enable the Bank to appoint the minimum number of independent members to the Board as per the regulatory requirements, the non-independent members will be replaced by independent members according to the number of votes they will get.
2. Voting on the formation of the Audit Committee and defining its responsibilities, working controls and the remuneration of its members for the next term, which will start on February 14, 2022 for a period of three years until February 13, 2025. The candidates are (CVs attached):

- Mr. Mohammed Khamis Bamaga

- Mr. Fayez Sayed Belal

- Mr. Alma Saeed AlMoter

- Mr. Bader Abdullah AlMazroua

3. Voting on the Social Responsibility Policy. (attached)
4. Voting on the amendments Audit Committee Charter. (attached)
5. Voting on the amendments of Board Membership Selection Criteria Policy. (attached)
6. Voting on SAIB’s Competitive Activates Criteria. (attached)
7-Vote on the Board of Directors recommendation to increase the Bank’s capital through granting bonus shares as follows:

• Total amount of increase: SAR 2,500MM

• Capital before increase: SAR 7,500MM. Capital after increase: SAR 10,000MM. Increase percentage: 33.3%

• Number of shares before increase: 750,000,000. Number of shares after increase: 1,000,000,000.

• This recommendation aims to support the Bank capital base which will increase the growth percentages and meet the future increases in the Bank activities

• The capital increase will be made through the capitalized from the Statutory Reserve 2,500,000,000 SAR.

• In case of fractions, the fractions will be grouped into a single portfolio for all shareholders and sold at the market price and then distributed to the shareholders entitled to the grant each according to their share within 30 days of the date of the determination of the shares due to each shareholder.

• The shareholders registered in the Bank's shareholders' register with the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the Extraordinary General Assembly meeting, will be eligible for the bonus shares. The cash dividend announced shall not accrue to the bonus shares.

Amending (Article No.7) of the Bank’s bylaws relating to capital (attached)

8. Voting on the Board recommendations to distribute dividends amounting to (525,000,000) SAR to the shareholders for the financial year of 2021G, in the amount of 70 Hallah per share which is 7% of the shares nominal value. Provided that the eligibility of the dividends for the shareholders of the Bank is for shareholders who own shares at the end of the day in which the Bank’s General Assembly is convened and who are registered in the Bank’s records at the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the General Assembly. The distribution date will be determined later

Proxy Form

E-Vote

Shareholders registered in Tadawulaty system will be able to vote remotely on the agenda items above via the website http://www.tadawulaty.com.sa
Tadawulaty registration and voting on the General Assembly agenda items is free of charge. will start at 10:00 am on Fraiday, 28/01/2022G corresponding to 1443-06-25H and will end once the Ordinary General Meeting ended.

Eligibility for Attendance Registration and Voting

Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes

Method of Communication

For any inquiries, please contact the Shareholders Affairs Department Tel 0118743000 during official hours, and you can address any inquiries to the Investors Relations Department on the email: shareholders@saib.com.sa

Additional Information

Shareholders questions and inquiries will be received during the meeting of the General Assembly through the following e-mail address:

shareholders@saib.com.sa

We would like to inform all shareholders that there will be a live audio broadcast of the meeting via the link available in Tadawulaty system.

Attached Documents