12 Mar, 2023

The Arab National Bank General Assembly Meeting (First Meeting) by Means of Modern Technology.


The Board of Directors of The Arab National Bank is pleased to invite its honorable shareholders to attend the General Assembly meeting (the first meeting), which is scheduled to be held, at 9:30 pm on Tuesday 06/09/1444H corresponding to 28/03/2023G, to be held virtually through Tadawulaty Platform (http://tadawulaty.com.sa)

each shareholder Registered in the Bank’s Shareholders Registry in the Depository Centre at the End of the Trading Session Preceding the General Assembly’s Meeting shall have the right to attend the meeting -whether on his own behalf or through an attorney- as per Laws and Regulations.

As per Article (34) of the Bank’s Bylaws, The Ordinary General Assembly Meeting will have a valid quorum if attended by shareholders representing at least 50% of the issued share capital pursuant to Clause 34 of the Bank’s Articles of Incorporation. In case the Meeting is not quorate, a 2nd meeting will be held one hour after lapse of the time set for convening the 1st meeting. The 2nd meeting will be quorate (irrespective of the number of shares represented at the meeting)

The shareholders who are registered in Tadawulaty will be able to remotely vote on the items of General Assembly meeting starting at 01:00AM on Saturday 03/09/1444H corresponding to 25/03/2023G, Please note that registration and voting in Tadawulaty services is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa)

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 finishing discussion of such agenda and voting on it.
The attending shareholders are also entitled to discuss the agenda items and ask questions.

You may contact the Company Secretary -The Arab National Bank - during the bank official hours by telephone: 0114029000 Ext:8778
Or by E-mail: SHA@anb.com.sa
Or by fax: 0114050244
Or by mail: P.O.Box 56921, Riyadh 11564 , Head Office

All the documents relating to the Ordinary General Meeting agenda
are available at the Bank Head office – Board Secretary Department

Ordinary General Assembly Agend

-1 Reviewing and discussing the Board of Directors' report for the fiscal year ending on 31-12-2022.
2- Reviewing and discussing the financial statements for the fiscal year ending on 31-12-2022.
3-Voting on the auditor's report for the fiscal year ending on 31-12-2022. 
-4 Voting on appointment of the External Auditors 
who will review, examine and audit the bank’s financial statements for the 2nd quarter, 3rd quarter and the closing annual statements of the fiscal year 2023, and the 1st quarter of fiscal year 2024, from among the list of external auditors recommended by the Audit 
Committee, and determine their remuneration .and they are. 
(1)    (KPMG) Al Fozan & Partners
(2)    (Deloitte) Company 
5- Voting on discharge of Board of Directors members for fiscal year 2022.
6- Voting on board of directors’ recommendation to distribute a cash dividend against the second half of fiscal year 2022 to the amount of (0.60 halallah) per share (After deducting zakat) total recommended distribution amount of (SAR 900 million), which represents (6 %) of the share nominal value. The second half dividend payout eligibility shall be for the shareholders who own the shares at the close of the market on the day of ANB’s Assembly Meeting date, and who are registered in ANB’s shareholders’ record at the Securities Depository Center Company (Edaa) at the end of the second trading day following the eligibility date. Disbursement of the dividend shall start on 11/04/2023.
7- Voting on authorizing the board of directors to distribute interim (semiannual or quarterly) dividends for the fiscal year 2023.
8- Voting on disbursement of (5,160,000) SAR as bonus payment to Board members against fiscal year ended 31/12/2022.
-9 Voting for election of the Board members from among the candidates for the next term, commencing on 01/04/2023G for a term of three years, ending on 31/03/2026G.
10- Voting on delegating to the Board of Directors for the new period that begins on 01/04/2023G 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 by of the Ordinary General Assembly or until the end of the delegated 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.

 11- Voting on amendment of Board Membership Nomination Criteria Policy and Procedures

12- Voting on amendment of Nomination and Remuneration Committee Terms of Reference.
-13 Voting on amendment of Remuneration Policy for Board of Directors, Sub-board Committee Members and Executives Management.
14- Voting on amendment of Audit Committee Terms Of Reference.
-15Voting on contracts and business dealings between the bank and Alkhaleej Training and Education Company, in which Board Chairman, Mr. Salah Rashid Alrashid, has an indirect interest, relating to manpower supply agreement (labor services) executed in the ordinary course of business (contract amount depends on numbers and quality of manpower provided) on no preferential prices or conditions, on annual contract basis. Total value of business dealings in 2022 (14,371,733) SAR 
16-Voting on contracts and business dealings between the bank and Walaa Cooperative Insurance Company in which Board Member, Mr. Hesham Abdullatif Aljabr, has an indirect interest being a board member of Walaa Cooperative Insurance Company, relating to renewal of insurance policies for the benefit of arab national bank, executed in the ordinary course of business on no preferential terms or conditions. Total value of business dealings in 2022        64,619,787) (SAR .
-17Voting on contracts and business dealings between the bank and ABANA Enterprises Group Co, in which Board Chairman, Mr. Salah Rashid Alrashid, has an indirect interest, agreement Money Transport, ATM Replinishment, and CCTV projecton no preferential prices or conditions, on annual contract basis. Total value of business dealings in 2022 19,999,237)) SAR .

18 - Voting on the formation of the Audit Committee, and the definition of its duties, work regulations and remuneration of its members for the new term, starting on 01/04/2023G. until the end of the period on 31/03/2026G. The following are the names of the candidates:

  • Thamer Mesfer Al-Wadai
  • Khaled M. Al Bawardi
  • Abdullah Sail Alenazi