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March 2020

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Shareholders Invitation Announcement to Attend Samba’s Ordinary General Meeting (First Meeting)

Introduction: Samba Financial Group Board of Directors is pleased to invite the Group’s Shareholders to attend the Ordinary General Meeting (First Meeting).

Venue and city of the General Assembly: Hyatt Regency, Pearl Hall-Riyadh.

Meeting location link: https://goo.gl/maps/JgUbzH5UpAodTAn8A

Date of the General Assembly: Wednesday 01/08/1441H (corresponding to 25/03/2020).

Time of Meeting: 7:00 pm

Attendance Eligibility: Every shareholder who is registered in the company's shareholders register at the Securities Depository Center at the end of the trading session prior to the general assembly meeting shall have the right to attend the general assembly meeting as per regulations. Note that the eligibility to attend the meeting ends at the time of the meeting and the attendee’s right to vote on the meeting items ends when the screening committee finishes counting the votes.

Quorum of the General Assembly's Meeting: In accordance with article (27) of the Articles of Association of the Group, the ordinary general assembly meeting is valid if attended by shareholders representing 25% of the capital at least. If the quorum is not available at the first meeting, a second meeting shall be held one hour after the expiry of the period specified for the first meeting, and the second meeting shall be valid regardless of the number of shares represented therein.

General Assembly Meeting Agenda:

1) To vote on the Board’s report for the fiscal year ending 31 December 2019.

2) To vote on the Auditors report for the fiscal year ending 31 December 2019.

3) To vote on the financial statements for the fiscal year ending 31 December 2019.

4) To vote on the Board’s recommendation to the general meeting for the distribution of cash dividends to shareholders for the second half of the fiscal year 2019 totaling SAR 1,394 Million at 70 Halala per share which represents 7% of nominal share value after deduction of Zakat, thereby, making the total dividends distributed for the year ending 31 December 2019 amounting to SAR 2,832 Million at SAR 1.42 per share which equals 14% of nominal share value after deduction of Zakat. The eligibility of dividends will be for holders of shares at the end of the general meeting date, who are registered in the Group’s register at the depository center (at the end of second trading session) after the eligibility date. Dividends will start to be distributed to shareholders on Monday 13/04/2020.

5) To vote on the payment of SR 4.685 thousand as remunerations to the Board members for the fiscal year ended on 31 December 2019.

6) To vote on discharging the Directors from their liability for the year ending 31 December 2019.

7) To vote on the appointment of the Auditors of the company from the nominees based on the recommendation of the Audit Committee to review and audit the financial statements of the first quarter for the year 2020 and determining their fees.

8) To vote on the appointment of the Auditors of the company from the nominees based on the recommendation of the Audit Committee to review and audit the financial statements of the second, third and fourth quarter and the annual financial statements for the year 2020 and determining their fees.

9) To vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2020.

10) To vote on the amendment of the Nomination and Remuneration Committee Charter. (attached)

11) To vote on the participation of Dr. Khaled A. Al-Swailem, a member of the Board of Directors, in a competitive business to Samba Capital & Investment Management Company, a subsidiary of the Group, as he is the Chairman of Ashmore Investment Saudi, which is licensed by the Capital Market Authority. (attached)

12) To vote on the participation of Mr. Fahad AlMufarrej, a member of the Board of Directors in a competitive business to Samba Capital & Investment Management Company, a subsidiary of the Group, as he is a Board member of FALCOM Financial Services, which is licensed by the Capital Market Authority. (attached)

13) To vote on the participation of Mr. Abdullah AlRowais, a member of the Board of Directors in a competitive business to the Group, as he is a member of Audit Committee of Deutsche Gulf Finance. (attached)

Business and contracts in which members of the Board of Directors have any direct or indirect interest in (attached)

14) To vote on business and contracts concluded between the Group and the General Organization for Social Insurance, of which the Board member Mr. Eyad Al Hussain has indirect interest, being a lease of a branch of the group at the Granada Center in Riyadh, affiliated to the General Organization for Social Insurance for a period of 5 years starting from 09/01/2015, for SAR 866,180 annually, without conditions or preferential benefits. (Attached)

15) To vote on business and contracts concluded between the Group and the General Organization for Social Insurance, in which a Board member Mr. Eyad AlHussain has (an indirect interest in) which is a lease contract for six ATM sites and two warehouses at the Granada Center in Riyadh, which is affiliated to the General Organization for Social Insurance for a period of 5 years, starting from 01/01/2015G, for SAR 756,300 annually, without conditions or preferential benefits. (Attached).

16) To vote on the business and contracts concluded between the Group and the National Medical Care Company, in which a Board member Mr. Eyad AlHussain has (an indirect interest in) which is a rental contract for two ATMs at the National Hospital in Riyadh, which is affiliated with the National Medical Care Company, for a period of 5 years starting from 01/28/2015 for SAR 10,000 annually, without conditions or preferential benefits. (Attached).

17) To vote on business and contracts concluded between the Group and the Saudi Arabian Airlines Corporation, in which Vice Chairman Mr. Yazeed AlHumaid has (an indirect interest in) which is a lease agreement signed for an ATM at the headquarters of Saudi Arabian Airlines Corporation in AlKhobar Governorate, a one-year contract that renews automatically, for SAR12, 000 annually, without conditions or preferential benefits. (Attached)

18) To vote on business and contracts concluded between the Group and the General Authority for Civil Aviation, in which Vice Chairman Mr. Yazeed AlHamid has (an indirect interest in) which is a lease signed for an ATM (General Authority for Civil Aviation - Prince AbdulMajeed Bin Abdulaziz Airport in AlUla) affiliated to the General Authority of Civil Aviation for a period of 5 years starting from 01/03/2019 for free, without conditions or preferential benefits. (Attached)

19) To vote on business and contracts concluded between the group and the General Authority of Civil Aviation, in which Vice Chairman Mr. Yazeed AlHumaid has (an indirect interest in) which is a signed rental contract for two ATMs (King Abdulaziz Airport in Jeddah) for a year, renewed automatically for SAR 421,500 annually, without conditions or preferential benefits. (Attached)

20) To vote on business and contracts concluded between the Group and Dammam Airports Company, which is affiliated with the Saudi Civil Aviation Holding Company, and in which Vice Chairman Mr. Yazeed AlHumaid has (an indirect interest in) which is a lease contract signed for an ATM machine (Dammam Airports Company A subsidiary of the Saudi Civil Aviation Holding Company) for a period of 5 years, renewed automatically, for SAR135,000 annually, without conditions or preferential benefits. (Attached)

21) To vote on business and contracts concluded between the Group and the Telecommunication Company (Mobily), in which a Board member Mr. Abdullah AlRuwais has (an indirect interest in) which is a contract that provides business communication services, internet, bulk SMS and advanced information and communication technology solutions to the Group. It is automatically renewed for SAR 7,290,000 for the year 2019, without conditions or preferential benefits. (Attached)

Power of attorney form: Power of Attorney is attached, please click here

Electronic voting: The shareholders registered on the electronic trading service website (Tadawulaty) can vote remotely on the items of the General Assembly Meeting, through the service (electronic voting) starting from 10:00 am on Saturday, 26/07/1441H (corresponding to 21/3/2020G) until 4:00 p.m. of the meeting day on Wednesday, 01/08/1441H (25/03/2020G), by visiting Tadawulaty website (www.tadawulaty.com.sa). Registration and voting on Tadawulaty services is free of charge to all shareholders.

Additional Information: If a shareholder is unable to attend the meeting, he/she shall have the right to appoint another person who is not a member of the Board of Directors, employees of the company or who is charged with permanently doing technical or administrative work for his account to attend the General Assembly by a valid written power of attorney. The power of attorney must be authenticated by the Chamber of Commerce if the shareholder is a subscriber, a company, legal company or one of the licensed banks or a notary public or authorized persons in the Kingdom and as long as the proxy, the authorized person who conducts the authentication or a notary of authorized persons has an account in the Group. A copy of the power of attorney shall be delivered to the group at FAX: 0114799481, or by delivering it to the group’s head office located in King Abdulaziz Road in Riyadh, PO Box 833 Riyadh 11421, or by handing it to Secretary of the Board of Directors. A copy of the power of attorney must be received at least two days before the date of the meeting. (power of attorney form is attached).
Shareholders are requested to come to the meeting in advance to complete the registration procedures, with the need to bring their national identity card and the original power of attorney. For inquiries, please contact (Secretary of the Board of Directors) at 011/4774770 ext. 1292.

Link to the announcement of the Assembly through Saudi Stock Exchange "Tadawul" website