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Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH), invites its Shareholders to attend the Extraordinary General Assembly Meeting through Means of Modern Technology (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) is pleased to invite the Company shareholders to participate and vote in the Extraordinary General Assembly meeting that will be held on 30/04/1445 H corresponding to 14/11/2023 at 19:30 PM via means of modern technology using Tadawulaty system. |
| City and Location of the General Assembly's Meeting | via means of modern technology |
| URL for the Meeting Location | http://www.tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2023-11-14 Corresponding to 1445-04-30 |
| Time of the General Assembly's Meeting | 19:30 |
| Attendance Eligibility | Each shareholder registered in the Company’s shareholders record at the Securities Depository Center Co. by the end of the trade session prior to the general assembly meeting has the right to attend the assembly meeting in accordance with the laws and regulations. |
| Quorum for Convening the General Assembly's Meeting | According to Article (32) of the Company's articles of association, the meeting of the Extraordinary General Assembly shall not be legally valid unless attended by shareholders representing at least half of the Company's capital. If the quorum is not met in the first meeting, a second meeting will be held one hour after the end of the period specified for convening the first meeting, and the second meeting will be valid if attended by shareholders representing at least quarter of the company's capital. |
| General Assembly Meeting Agenda | 1. Voting on the amendment of Criteria for Board Membership (Attached) 2. Voting on the amendment of the Audit Committee Charter. (Attached) 3. Voting on the amendment of the Remuneration and Nomination Committee Charter. (attached) 4. Voting on Company competition controls and standards Policy (Attached) 5. Voting on the amendment of Article No. (3) of the Company’s bylaws relating to (Company Objectives). (Attached) 6. Voting on the amendment of Article No. (4) of the Company’s bylaws relating to (Participation and Merge). (Attached) 7. Voting on the amendment of Article No. (6) of the Company’s bylaws relating to (Company Term). (Attached) 8. Voting on the deletion of Article No. (26) from the Company’s bylaws with regard to (Powers of the Constitutional Assembly). (Attached) 9. Voting on amending the company's Bylaws in accordance with the new Companies' Laws. (Attached). 10. Voting on the Board of Directors’ recommendation to transfer an amount of 34,709,740 riyals from balance of the Consensual reserve and an amount of 150,000,000 riyals from the general reserve balance to extinguish the company’s entire accumulated losses amounting to 124,357,766 Saudi riyals, which represents 10.36% of the capital, as in the financial statements for the period ending on (31/ 03/2023 AD). 11. Voting on the employee stock program and to authorize the Board of Directors to determine the terms of this program, including the allocation price for each share offered to employees if it is for consideration. 12. Voting on the Company’s purchase of a number of its shares, with a maximum of (815000) shares for the purpose of allocating them to the Employees Stock Incentive program, the purchase will be financed through the company's available cash., and to authorize the Board of Directors or whomever it delegates to complete the purchase within a maximum period of (12) months from the date of the Extraordinary General Assembly’s approval. The Company may hold the purchased shares for a period not exceeding (4) years from the date of approval of the Extraordinary General Assembly as a maximum until they are allocated to the Employees Stock Incentive program, and once 4 years period lapses, the Company will follow the procedures and controls stipulated in the relevant laws and regulations. Subject to approving item number 10&11. (Attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) | Shareholders who registered in Tadawulaty system can vote remotely on the agenda items, starting at 01:00 am on Friday, dated 26-04-1445H corresponding to 10/11/2023G, until the end of Extraordinary General Assembly Meeting. Tadawulaty registration and voting on the General Assembly agenda items is available for all shareholders and free of charge. Shareholders can register in Tadawulaty services and vote via the website: http://www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Attendance Registration Ends upon the Convenience of Extraordinary General Assembly’s Meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Method of Communication | For any inquiries related to the agenda, please contact the Corporate Governance Department Tel 0112524359 during the official hours, and you can address any inquiries through below email: General.Assemblies@spimaco.sa |
| Additional Information | Questions and inquiries from the shareholders related to the agenda will be received via contacting the Corporate Governance Department Tel 0112524359 during the official hours, or through the email: General.Assemblies@spimaco.sa |
| Attached Documents | |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
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