Almarai Company Invites Its Shareholders to The Extraordinary General Assembly Meeting (The First Meeting) by Means of Modern Technology (Reminder Announcement)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Almarai Company, a Listed Joint Stock Company, are pleased to invite the shareholders to the Extraordinary General Assembly Meeting (EGM), scheduled to be held at 10:00 p.m. on Tuesday 13 April 2021 (1 Ramadan 1442H) virtually through Tadawulaty Platform (https://www.tadawulaty.com.sa) which allows shareholders to participated in the deliberation and vote the agenda items. This is in support of the preventive and precautionary efforts and measures exerted by the competent and relevant health authorities to address the emerging Corona Virus (COVID-19), and as an extension of the continuous efforts exerted by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread. |
| City and Location of the General Assembly's Meeting | Riyadh - Almarai Head Office 1 - By Means of Modern Technology |
| URL for the Meeting Location | https://www.tadawulaty.com.sa/ |
| Date of the General Assembly's Meeting | 2021-04-13 Corresponding to 1442-09-01 |
| Time of the General Assembly's Meeting | 22:00 |
| Attendance Eligibility | As per the rules and regulations, each shareholder who is registered in the Company's shareholders book with Edaa at the end of the trading session prior to the Assembly meeting shall be entitled to attend the Assembly. |
| Quorum for Convening the General Assembly's Meeting | The Extraordinary General Meeting of the General Assembly shall be held in the presence of shareholders representing half of the company's capital. |
| General Assembly Meeting Agenda | 1- To vote on the Auditors Report for the fiscal year ending 31st December 2020. |
2- To vote on the Financial Statements for the fiscal year ending 31st December 2020.
3- To vote on the Board Report for the fiscal year ending 31st December 2020.
4- To vote on the recommendation of the Board of Directors to pay a dividend, for the fiscal year ending 31st December 2020, of SAR 1.00 per share totalling SAR 1,000 million (This proposed cash dividend represents 10.0% of the capital share, based on 1,000 million shares), for shareholders who own shares on the date of the Extraordinary General Assembly Meeting on 13 April 2021 which will be registered at the Securities Depository Centre Company at the market closing of the second working day after. The date of the cash dividend payment will be confirmed after the approval of the Extraordinary General Assembly, and the dividend distribution date will be announced later.
5- To release Board of Directors members from liability for the fiscal year ending 31st December 2020.
6- To vote to pay the directors’ remuneration amounting in total to SAR 1,800,000 where SAR 200,000 will be distributed to each director on a pro-rated basis for the financial year ending 31st December 2020.
7- To vote on the appointment of the External Auditor of the Company based on the recommendation of the Audit Committee to audit the Financial Statements of the fiscal years 2021 and 2022 and to review the first quarter Interim Financial Statements of the fiscal year 2023 and determined their fees.
8- To vote on a catering services contract, that was done in 2020, with a value of SAR 38 thousand at the prevailing commercial terms between Almarai Company and Al Nafoura Catering in which the Former Chairman of the Board of Directors HH Prince Sultan bin Mohammed bin Saud Al Kabeer has a direct interest.
9- To vote on an insurance contract, that was done in 2020, with a value of SAR 153,791 thousand at the prevailing commercial terms between Almarai Company and Arabian Shield Insurance Co. in which the Chairman of the Board of Directors HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer has a direct interest.
10- To vote on the Telecommunication services contracts, that was done in 2020, with a value of SAR 4,901 thousand. under the prevailing commercial terms. Between Almarai Company and Mobile Telecommunication Company Saudi Arabia (Zain), in which the Chairman of the Board of Directors Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer has a direct interest.
11- To vote on the Sales contract, that was done in 2020, with a value of SAR 730,416 thousand under the prevailing terms and conditions between Almarai Company and Panda Retail Company in which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares. Savola board representatives at Almarai include: Mr. Suliman bin Abdulkader Al Muhaideb, Eng. Anees bin Ahmed bin Mohammed Moumina and Mr. Bader bin Abdullah Al Issa.
12- To vote on a sugar purchase contract, that was done in 2020, with a value of SAR 38,373 thousand at the prevailing commercial terms and conditions, between Almarai Company and United Sugar Co. In which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares. Savola board representatives at Almarai include: Mr. Suliman bin Abdulkader Al Muhaideb, Eng. Anees bin Ahmed bin Mohammed Moumina and Mr. Bader bin Abdullah Al Issa.
13- To vote on an oil purchase contract, that was done in 2020, with a value of SAR 7,947 thousand at the prevailing commercial terms and conditions, between Almarai Company and Afia International Company, in which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares. Savola board representatives at Almarai include: Mr. Suliman bin Abdulkader Al Muhaideb, Eng. Anees bin Ahmed bin Mohammed Moumina and Mr. Bader bin Abdullah Al Issa.
14- To vote on the Sales contract, that was done in 2020, with a value of SAR 3,799 thousand under the prevailing terms and conditions between Almarai Company and Herfy Food Services in which Eng. Anees bin Ahmed bin Mohammed Moumina has a direct interest.
15- To vote on a financial services contract, that was done in 2020, with a value of SAR 4,291 thousand under the prevailing terms and conditions between Almarai Company and National Commercial Bank, in which Eng. Anees bin Ahmed bin Mohammed Moumina has a direct interest.
16- To vote on the Sukuk dividend payments totaled SAR 7,286 thousand, for 2020, to National Commercial Bank, in which the board member Eng. Anees bin Ahmed bin Mohammed Moumina has a direct interest. National Commercial Bank holds under the prevailing terms and conditions Sukuk as follows: National Commercial Bank holds SAR 190,000,000, for the period (2013 to 2020).an amount of SAR 200,000,000, of Sukuk issued for the period (2015 to 2022).
17- To vote on a banking services contract, that was done in 2020, with a value of SAR 34,482 thousand at the prevailing commercial terms and conditions, between Almarai Company and Saudi British Bank (SABB) in which the board member Mr. Saad bin Abdulmohsen AlFadly has a direct interest.
To View the Full Agenda, Please Refer to the Attached Invitation.
P: +966 11 4700005 (7625)
F: +966 11 4701555
E: investor.relations@almarai.com
P.O.Box 8524 Riyadh 11492
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