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EXPLANATION

Introduction

The Board of Directors of the Saudi Investment Bank is pleased to invite its shareholders to participate and vote in the Ordinary General Assembly meeting (First Meeting) scheduled to be held at 10:45 PM on Monday (19/09/1444H corresponding to 10/04/2023G), by means of modern technology.

City and Location of the 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 General Assembly's Meeting

2023-04-10 Corresponding to 1444-09-19

Time of the General Assembly's Meeting

22:45

Attendance Eligibility

Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations

Quorum for Convening the General Assembly's Meeting

According to Article 31 of the Bank’s bylaws, a meeting of the Ordinary General Assembly shall be valid only if attended by Shareholders representing at least 25% of the Bank’s capital. If such quorum is not attained at the first meeting, a second meeting will be held within one hour of the first meeting. The second meeting will be valid regardless of the number of shares represented therein.

General Assembly Meeting Agenda

1. View and discuss the Board of Directors' report for the fiscal year ending on 31 December 2022.

2. Vote on the external Auditors report for the fiscal year ending on 31 December 2022.

3. View and discuss the financial statements for the fiscal year ending on 31 December 2022.

4. Vote on releasing the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2022.

5. Vote on the appointment of the Bank's external Auditors, among the candidates, based on Audit Committee recommendation, to examine, review and audit the (first, second, third) quarter and annual financial statements of the fiscal year 2023, along with determining their fees.

6. Vote on Paying an amount of (SAR 5,766,096) as remuneration to the Board members for the fiscal year ending on 31 December 2022.

7. Vote on the business and contracts concluded between the Bank and AlTawauniya for Insurance Company in which the member of the Board of Directors Mr. Abdulaziz AlKhamis has an indirect interest being a Board member of the Company's Board of Directors. This transaction is for providing Medical Insurance services to the Bank’s employees for the year 2022/2023, with a total amount of (SAR 27,164,488), which was made through competition and without preferential terms or benefits.

8. Vote on the business and contracts concluded between the Bank and AlTawauniya for Insurance Company in which the member of the Board of Directors Mr. Abdulaziz AlKhamis has an indirect interest being a Board member of the Company's Board of Directors. This transaction is for providing Cyber Risk Insurance services to the Bank for the year 2022/2023, with a total amount of (SAR 1,449,988.91), which was made through competition and without preferential terms or benefits.

9. Vote on the business and contracts concluded between the Bank and Medgulf Insurance Company in which the member of the Board of Directors Mr. Abdulrahman Alrawaf has an indirect interest being a Board member of the Company's Board of Directors. This transaction is for providing Bankers Blanket Bond Insurance services to the Bank for the year 2022/2023, with a total amount of (SAR 4,426,833.75), which was made through competition and without preferential terms or benefits.

10. Vote on the business and contracts concluded between the Bank and Medgulf Insurance Company in which the member of the Board of Directors Mr. Abdulrahman Alrawaf has an indirect interest being a Board member of the Company's Board of Directors. This transaction is for providing General Insurance services to the Bank for the year 2022/2023, with a total amount of (SAR 619,244.66), which was made through competition and without preferential terms or benefits.

11. Vote on Delegating the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2023.

12. Vote on Delegating the Ordinary General Assembly authorization powers stipulated in Paragraph (1) of Article (27) of the Companies Law to the Board of Directors, for one year from the General Assembly approval date, or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the implementation rules of Companies Law for listed Joint Stock Companies.

13. Vote on Delegating the Ordinary General Assembly authorization powers stipulated in Paragraph (2) of Article (27) of the Companies Law to the Board of Directors, for one year from the General Assembly approval date, or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the implementation rules of Companies Law for listed Joint Stock Companies and based on Standards of Competing businesses with the Saudi Investment Bank approved by the Extraordinary General Assembly on February 2022.

14. Vote on the Board of Directors recommendation to distribute cash dividends to shareholders for the second half of the fiscal year ending 31 December 2022, for SAR 0.45 per share, with a total amount of (SAR 450 Million), which represent 4.5% of the nominal value of the share. Provided that the eligibility shall be to Shareholders who own the shares at the end of trading day on the day of the General Assembly meeting, and who are enrolled in the Bank's shareholders register at the Securities Depository Center Company (Edaa) at the end of the second trading day following the eligibility date, noting that dividends distribution will start from 30-04-2023.

Proxy Form

E-Vote

Shareholders registered in Tadawulaty system will be able to vote remotely on the General Assembly agenda items starting at 1:00 am on Friday, 07/04/2023G corresponding to 16/09/1444H, and will end once the Ordinary General Meeting is ended. Tadawulaty registration and voting on the General Assembly agenda items is free of charge and available to all shareholders, via the Tadawulaty website: http://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 any inquiries, please contact the Shareholders Affairs Department Tel 0118743000 during official hours, and you can address any inquiries to the Shareholders affairs on the email: shareholders@saib.com.sa

Attached Documents