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The Board of Directors of Riyadh Cables Group Company is pleased to invite the honorable shareholders to participate and vote in the first Extraordinary General Assembly Meeting, which is scheduled to be held via modern technology means, at 19:20 on Tuesday 20/06/2023 AD corresponding to 02/12/1444 AH.
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Riyadh Cables Group Company is pleased to invite the honorable shareholders to participate and vote in the first Extraordinary General Assembly Meeting, which is scheduled to be held via modern technology means, at 19:20 on Tuesday 20/06/2023 AD corresponding to 02/12/1444 AH. |
| City and Location of the General Assembly's Meeting | Virtual Meeting – Company Headquarters – Riyadh |
| URL for the Meeting Location | https://login.tadawulaty.com.sa/ |
| Date of the General Assembly's Meeting | 2023-06-20 Corresponding to 1444-12-02 |
| Time of the General Assembly's Meeting | 19:20 |
| 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 | The first meeting of the Extraordinary General Assembly shall be valid if attended by shareholders representing at least two-thirds of the Company’s capital. If quorum is not met at this meeting, a second meeting will be held within one hour of the scheduled time of the first meeting. The second meeting shall be valid If it is attended by a number of shareholders representing at least quarter of the company’s capital. |
| General Assembly Meeting Agenda | 1. Reviewing BOD report on the company's activities for the fiscal year ended on December 31, 2022 AD and discussing it. 2. Voting on the company's auditor's report for the fiscal year ended on December 31, 2022 AD. 3. Reviewing the financial statements for the fiscal year ended on December 31, 2022 AD and discussing them. 4. Voting on the BOD recommendation to distribute dividends of SAR 225 million to the shareholders for the fiscal year ended on December 31, 2022 AD, at a rate of SAR 1.50 per share, representing 15% of the nominal share value. The entitlement will be for shareholders who own shares and are registered in the company's shareholders' registry at the Securities Depository Center (Edaa) at the end of the second trading day following the meeting date, and the dividends will be distributed within (15) days from the date of the general assembly meeting. 5. Voting on the transactions/contracts between the company and a building materials supplier, which represent indirect interests to the honorable non-executive members of the BOD, Raed bin Ibrahim Al-Mudaihem and Mr. Ziyad bin Fuad Al-Saleh. These transactions are in the form of purchase orders without preferential terms or benefits, and the total value of the transactions for the year 2022 amounted to (1,068,413) Saudi riyals. 6. Voting on the transactions/contracts between the company and Stable Construction Limited, which represent indirect interests to the honorable non-executive members of the BOD, Raed bin Ibrahim Al-Mudaihem and Mr. Ziyad bin Fuad Al-Saleh. These transactions are in the form of sales orders without preferential terms or benefits, and the total value of the transactions for the year 2022 amounted to (9,429,860) Saudi riyals. 7. Voting on the transactions/contracts between the company and Stable Construction Limited, which represent indirect interests to the honorable non-executive members of the BOD, Raed bin Ibrahim Al-Mudaihem and Mr. Ziyad bin Fuad Al-Saleh. These transactions are in the form of sales orders without preferential terms or benefits, and the total value of the transactions for the year 2022 amounted to (9,429,860) Saudi riyals. 8. Voting on the transactions/contracts between the company and Future Ceramics and Porcelain Company, which represent indirect interests to the non-executive member of the BOD, Mohammed Hakim Alzaim. These transactions are in the form of sales orders without preferential terms or benefits, and the total value of the transactions for the year 2022 amounted to (50,246) Saudi riyals. 9. Voting on the transactions/contracts between the company and Lighting Technologies Limited, which represent indirect interests to the non-executive member of the BOD, Mr. Ahmed Samer bin Hamdi Alzaim. These transactions are in the form of sales orders without preferential terms or benefits, and the total value of the transactions for the year 2022 amounted to (644,465) Saudi riyals. 10. Voting on the transactions/contracts between the company and a technical equipment supplier company, which have an indirect interest for non-executive board members Raed bin Ibrahim Al-Mudaihem and Mr. Ziyad bin Fouad Al-Saleh, where the value of the transactions for the year 2022 amounted to (149,693) Saudi riyals. 11. Voting on the transactions/contracts between the company and Al-Jadeer Logistics Services Company, which have an indirect interest for non-executive board members Raed bin Ibrahim Al-Mudaihem and Mr. Ziyad bin Fouad Al-Saleh, where the value of the transactions for the year 2022 amounted to (326,370) Saudi riyals. 12. Voting on the transactions/contracts between the company and Al-Hawshan Company, which have a indirect interest for board member Mr. Ziyad bin Fouad Al-Saleh, where the value of the transactions for the year 2022 amounted to (805,020) Saudi riyals. 13. Voting on the transactions/contracts between the company and Sera Holding Group, which have a indirect interest for board member Mr. Ahmed Samer bin Hamdi Al-Za'im (non-executive), where the value of the transactions for the year 2022 AD amounted to (8,000) Saudi riyals. 14. Voting on the exoneration of the Chairman and members of the BOD for the fiscal year ended on December 31, 2022 AD. 15. Voting on the recommendation of the BOD dated 01/03/2023 to allocate an amount of (2,400,000) Saudi riyals as rewards and compensation to the members of the BOD for the period from January 1, 2022 to December 31, 2022 16. Voting on the BOD decision dated 04/05/2023 AD to amend the company's articles of association to comply with the new companies law. (Attached) 17. Voting on amending article (16) of the company’s articles of association relative to the company’s ability to purchase, sell and lean its own shares. 18. Voting on the employee stock incentive program – subject to general assembly approval vote on amending the company’s articles of association according to item 17 above 19. Voting on the recommendation of the BOD dated 4/5/2023 to purchase up to 500,000 shares of the company to be allocated to the employees of the company under a long-term employee stock incentive program, provided that the purchase is financed from the company's own resources using its cash balances or credit facilities. subject to general assembly approval vote on employee stock incentive plan according to item 18 above 20. Voting on authorizing the BOD to distribute interim dividends (on quarterly or Semi-annual basis) to the shareholders for the fiscal year 2023 AD. 21. Voting on the BOD recommendation to authorize the BOD with the authority of the General Assembly as stated in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of the approval of the General Assembly or until the end of the term of the authorized BOD, whichever is earlier, in accordance with the conditions set forth in the executive regulations of the Companies Law for listed joint-stock companies in the financial market. |
| 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 can vote remotely at the Extraordinary General Assembly Meeting agenda via the free E-voting services on Tadawul website (https://login.tadawulaty.com.sa/), starting from Friday 27/11/1444 pursuant to 16 June 2023 01:00 A.M, and the E-voting will end once the Extraordinary General Assembly Meeting concludes. |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly's Meeting Ends upon the Convenience of the General Assembly's Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes |
| Method of Communication | If there are any enquiries, please contact the Company’s Investors Relation at: Tel: +966 11 265 0850 E-mail: ir@Riyadh-Cables.com |
| 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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Last Price 96.7
Net Change 1.5 (+1.58%)
Value Traded (Sar) 8,120,018.1
Volume Traded 84,248
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