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Saudi Pharmaceutical Industries and Medical Appliances Corp. Announces the Results of the Extraordinary General Assembly Meeting, ( Second Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) is pleased to announce the results of the Extraordinary General Assembly meeting (Second Meeting), which was held via means of modern technology at 20:30 evening on Tuesday 30/04/1445H corresponding to 14/11/2023G, and that after completing the legal quorum for the validity of Extraordinary General Assembly Meeting, according to the Company’s Articles of Association. |
| City and Location of the General Assembly's Meeting | Via means of modern technology |
| Date of the General Assembly's Meeting | 2023-11-14 Corresponding to 1445-04-30 |
| Time of the General Assembly's Meeting | 20:30 |
| Percentage of Attending Shareholders | 40.80% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | SPIMACO ADDWAIEH Board members who attended the meeting are the following: 1. Dr. Ahmed bin Hamdan Aljedai (The Chairman of the Board of Director) 2.Mr. Ammar Abdulwahid Al-Khudairy 3.Eng. Adil Kareem kak Ahmed 4.Dr. Mohammad Khalil Mohammad 5.Mr. Faisal Mohammed Shaker 6. Dr. Fahad Abdulaziz Alrabiah 7. Dr. Mai Abdullah AlAjaji 8.Mr. Khalid Abdulrahman Al-Gwaiz 9.Mr. Abdulrahman Mohammed Al Thinyan |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | 1. Dr. Ahmed bin Hamdan Aljedai (The Chairman of Executive Committee) 2. Mr. Khaled Abdulrahman Al-Gwaiz (The Chairman of Audit Committee) 3. Mr. Faisal Mohammed Shaker (The Chairman of Governance & Risk Committee) 4. Dr. Mai Abdullah AlAjaji (The Chairman of Nomination and Remuneration Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1. Approve on the amendment of Criteria for Board Membership. 2. Approve on the amendment of the Audit Committee Charter. 3. Approve on the amendment of the Remuneration and Nomination Committee Charter. 4. Approve on Company competition controls and standards Policy. 5. Approve on the amendment of Article No. (3) of the Company’s bylaws relating to (Company Objectives). 6. Approve on the amendment of Article No. (4) of the Company’s bylaws relating to (Participation and Merge). 7. Approve on the amendment of Article No. (6) of the Company’s bylaws relating to (Company Term). 8. Approve on the deletion of Article No. (26) from the Company’s bylaws with regard to (Powers of the Constitutional Assembly). 9. Approve on amending the company's Bylaws in accordance with the new Companies' Laws. 10. Approve 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. Approve 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. Approve 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. |
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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