| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al-Jouf Agricultural Development Company is pleased to invite shareholders to participate and vote in the 11st extraordinary General Assembly Meeting (the first meeting) scheduled to be held at 18:30 p.m. on Tuesday 07-05-1445 Corresponding 21-11-2023 through modern technology using the tadawulaty system. |
| City and Location of the General Assembly's Meeting | using modern technology (remotely) from the company's headquarters in Skaka- Al-Jouf |
| URL for the Meeting Location | http://tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2023-11-21 Corresponding to 1445-05-07 |
| Time of the General Assembly's Meeting | 18:30 |
| Attendance Eligibility | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. |
| Quorum for Convening the General Assembly's Meeting | In accordance with Article (34) of the Company's Articles of Association, the Extraordinary General Assembly Meeting shall be valid if attended by shareholders representing at least half of the capital. If the quorum is not available to hold this meeting, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting shall be valid if attended by shareholders representing (at least one quarter of the capital). |
| General Assembly Meeting Agenda | 1- Vote on amending the company’s bylaws to comply with the new companies’ bylaws. (attached) |
2- Voting on amending Article (3) of the company’s bylaws, related to the purposes of the company. (attached)
3- Voting on amending the Audit committee Policy. (attached)
4- Voting on amending the Nomination and Remuneration Committee policy. (attached)
5- Vote on the split of the nominal value of the share according to the following:
- The nominal value of the share before amendment is :(10) Saudi riyals.
- Nominal value of the share after amendment :(1) Saudi Riyals.
- Number of shares before amendment: 30,000,000 shares.
- Number of shares after amendment: 300,000,000 shares.
- There is no change in capital before and after the stock split.
- Effective Date: In the event of approval of the item, the split resolution will be effective on all the shareholders of the company who own the shares on the day of the extraordinary general assembly and who are registered in the company's shareholders register at the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the extraordinary general assembly in which the shares were split.
- The effect of the resolution on the share price will be applied starting from the working day following the convening of the assembly, provided that the number of shares in the shareholders' portfolios will be applied at the end of the second trading day following the date of the extraordinary general assembly in which the split of shares was decided.
- Amending Article (7) of the Articles of Association related to (the company's capital). (attached)
- Amending Article (8) of the Articles of Association related to (Subscription in Shares). (attached)
6- Voting on the Board of Directors' decision to appoint Mr. Ali Riyadh Mohammed Al-Humaidan as a non-executive member - as a member of the Audit Committee starting from 31-05-2023 until the end of the current committee's term on 21-03-2024, instead of the previous committee member, Mr. Khalid bin Mohammed bin Abdullah Al-Ali Al-Arifi. Independent, provided that the appointment is effective from the date of the decision issued on 10-05-2023, and this appointment comes in accordance with the Audit Committee's work regulations. (CV attached).


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