| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of National Agricultural Development Co. NADEC, is pleased to announce the results of the Extraordinary General Assembly Meeting (First Meeting), which was held on 5 May 2020 at 09:30 p.m. by using modern technology (Remote voting) according to the direction of the Capital Market Authority in accordance with its decision dated 16/03/2020 to suspend the General Assembly meetings for Companies listed in the Financial Market in physical attendance until further notice, After reaching the quorum of 58.22%, the voting results are as follows: |
| City and Location of the Extraordinary General Assembly's Meeting | The Assembly was held by using the modern technology |
| Date of the Extraordinary General Assembly's Meeting | 2020-05-05 Corresponding to 1441-09-12 |
| Time of the Extraordinary General Assembly's Meeting | 21:30 |
| Percentage of Attending Shareholders | 58.22 |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The Chairman and all Board Members attended the Extraordinary General Assembly |
Mazen Ahmed Al Jubeir (Chairman)
Ibrahim Mohammed AboAbat (Vice Chairman)
Raid Abdullah Ismail Ismail
Alaa Abdullah Al Hashim
Solaiman Abdulaziz Al Twaijri
Sulaiman Abdullah Al Sakran
Abdulateef Abdullah Al Rajhi
Raid Abdullah Ismail Ismail (Chairman of Remuneration and Nomination Committee)
Solaiman Abdulaziz Al Twaijri (Chairman of Executive Committee)
Mazen Ahmed Al Jubeir (Chairman of Investment Committee)
2- Approval of the company's consolidated financial statements for the fiscal year ending on December 31, 2019.
3- Approval of the report of the Board of Directors for the fiscal year ending on December 31, 2019.
4- Approval to release Board of Directors members from liability for the fiscal year ending December 31, 2019.
5- Approval of the remuneration of the Board of Directors ’remuneration for the fiscal year ending on December 31, 2019, at an amount of 1,560,000 SAR, of 250,000 SAR for six members and 60,000 SAR for one member.
6- Approval of the report of the audit committee for the fiscal year ending on December 31, 2019.
7- Approval on the appointment of KPMG Al-Fawzan & Partners as an Auditor of the Company from among the candidates based on the recommendation of the Audit Committee, to review and audit the financial statements for the second, third and annual of the fiscal year 2020 and the first quarter of the fiscal year 2021 and determine his fees.
8- Approval of the Board of Directors recommendation to increase the company's capital by 20%, as following:
-The increase will be by capitalizing an amount of SAR 169,400,000, which is from the retained earnings account.
-The company's capital will increase from SAR 847,000,000 to SAR 1,016,400,000.
-The number of shares will increase from 84,700,000 shares to 101,640,000 shares.
-16,940,000 shares will be distributed as bonus shares to shareholders by one share for every 5 shares held.
-The objective of share capital increase is to adjust the Company share capital to its assets level and support its future investments.
-The eligibility date will be for the shareholders who own the shares at the end of the meeting day held in the company’s shareholders ’register at the depository center Securities (depository center) at the end of the second trading day following the day the extraordinary general assembly of a company.
-Amending Article 7 of the company's articles of association regarding company capital.
9- Approval of the Board of Directors’ recommendation to appoint Abdullatif Abdullah Al-Rajhi as a non-executive member of the Board of Directors starting from the date of his appointment on November 07, 2019 to complete the session of the Council until the date of the end of the current session on 04/10/2021, succeeding the previous member Khalid bin Nasser Al Muammar as a non-executive member.
10- Approval of the "competitive business standards", according to which the board of directors verifies the competition of a member of the board of directors for the company's business or its competitor in one of the branches of its activity, according to the requirements of paragraph (3) of Article (46) of the Corporate Governance Regulations.
11- Approval on authorizing the Board of Directors with the authority of the Ordinary General Assembly with the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the delegated Board of Directors session, whichever is earlier, according to the conditions mentioned in the controls and procedures Regulatory issued in implementation of the corporate system for listed joint stock companies.
12- Approval to amend the charter of the audit committee.
13- Approval on amending Article 22 of the company's articles of association regarding company management.
14- Approval the amendment of Article 23 of the company's articles of association regarding the end of the membership of the Council.
15- Approval on amending Article 24 of the company's articles of association regarding the vacant position in the council.
16- Approval on amending Article 25 of the company's articles of association regarding the powers of the Board of Directors.
17- Approval on the amendment of Article 36 of the company's articles of association for inviting associations.
18- Approval on amending Article 47 of the company's articles of association regarding the committee's reports.
19- Approval on amending Article 48 of the company's articles of association regarding appointing an auditor.
20- Approval on amending Article 51 of the company's articles of association regarding financial documents.
21- Approval on the works and contracts concluded between the company and the Sera Holding Group Company (formerly Al Tayyar Travel Group Company) according to the terms of the contract, which Mazen bin Ahmed Al-Jubeir (non-executive member) has an indirect interest in, the Chairman of the Board of Directors Mazen bin Ahmed Al-Jubeir is a member of the board of directors of the Sera Holding Group, and these businesses are represented in providing travel services to (Nadec), knowing that the value of the deal during 2019 is 7.330.295 riyals and the duration of the deal is annual.
22- Approval on the works and contracts that will be concluded between the company and the company Seqaf Integrated Solutions Limited according to the contractual terms known to which the vice-chairman of the board engineer / Ibrahim bin Mohammed Abu Aba indirect interest in it, the vice chairman of the board engineer / Ibrahim bin Muhammad Abo Abat is a member of the board of directors of the company Seqaf Integrated Solutions Limited, and this business is the sale of fertilizers and fuel to the company (Nadec), knowing that the value of the deal during the year 2019 (none) and the duration of the transaction annually.
23- Approval on the works and contracts that will be concluded between the company and the National Agricultural Company according to the terms of the contractual agreement and for which the Vice-Chairman of the Board of Directors, Eng. Ibrahim bin Muhammad Abo Abat, has an indirect interest in it. National Agricultural, and these businesses sell olive oil to (Nadec), bearing in mind that the value of the deal during the year 2019 (none) and
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