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Almarai Company Announces the Results of The Extraordinary General Assembly Meeting (The First Meeting)

2280
ALMARAI
1.17 %
1445/09/24     03/04/2024 08:10:15

Element ListExplanation
Introduction The Board of Directors of Almarai Company, a Listed Joint Stock Company (the “Company”), are pleased to announce the results of the Extraordinary General Assembly Meeting (“EGM”), which was held by means of the Tadawulaty platform on Tuesday, 2 April 2024 at 10:00 p.m. AST after reaching the quorum of 82.96%, the voting results of the EGM are as follows:
City and Location of the General Assembly's Meeting Riyadh – Almarai Head Office by means of modern technology
Date of the General Assembly's Meeting 2024-04-02 Corresponding to 1445-09-23
Time of the General Assembly’s Meeting 22:00
Percentage of Attending Shareholders 82.96
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees 1- HH Naif bin Sultan bin Mohammed bin Saud Al Kabeer (Chairman).

2- Mr. Suliman bin Abdulkader Al Muhaideb (Vice Chairman).

3- Mr. Bader bin Abdullah Al Issa.

4- HH Prince Saud bin Sultan bin Mohammed bin Saud Al Kabeer.

5- Mr. Ammar bin Abdulwahid Al Khodairi.

6- Mr. Waleed bin Khalid Fatani.

7- Mr. Salman bin Abdelmuhsin Al Sudeary.

8- Mr. Hosam bin Ali Al Qurashi.

9- Mr. Mohammed bin Mansour Al Mousa.

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf 1- Mr. Raied bin Ali Al Sif (Chairman of Audit Committee).

2- Mr. Ammar bin Abdulwahid Al Khodairi (Chairman of Remuneration and Nomination Committee).

3- Mr. Bader bin Abdullah Al Issa (Chairman of Investment Committee).

4- Mr. Waleed bin Khalid Fatani (Chairman of Risk Committee).

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- Approval of the Auditors Report for the fiscal year ending 31st December 2023.

2- The consolidated Financial Statements for the fiscal year ending 31st December 2023 was reviewed and discussed.

3- The Board Report for the fiscal year ending 31st December 2023 was reviewed and discussed.

4- Approval of the recommendation of the Board of Directors to pay a dividend, for the fiscal year ending 31st December 2023, of SAR 1.00 per share totaling SAR 1 billion (the proposed cash dividend represents 10.0% of the capital share, based on 1 billion shares), for Shareholders who owned shares on the date of the EGM and who will be registered at the Securities Depository Center Company as of the close of market on the second working day after the date of the cash dividend payment confirmation. The date of the cash dividend payment will be on 16th April 2024 by SAB (SABB) any shareholder who does not receive the dividend, can visit any SAB (SABB) bank branch to collect it, or contact the Investor Relations Department at:

P: +966 11 528 6295

E: investor.relations@almarai.com

5- Approval of the release of the Directors from liability for the fiscal year ending 31st December 2023.

6- Approval of the payment the Directors’ remuneration amounting in total to SAR 1,800,000 where SAR 200,000 will be distributed to each Director on a pro-rated basis for the fiscal year ending 31st December 2023.

7- Approval of the insurance contract, that was executed in 2023, with a value of SAR 187 million at the prevailing commercial terms between Almarai Company and Arabian Shield Insurance Co. in which the Chairman of the Board of Directors HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer (Non-Executive Member) and Mr. Salman Abdelmuhsin AlSudeary (Independent), have indirect interest.

8- Approval of the sales contract, that was executed in 2023, with a value of SAR 802 million under the prevailing terms and conditions between Almarai Company and Panda Retail Company, in which Savola Group – one of Almarai Company’s main Shareholders and who is represented in the Board of Directors – holds significant shares. Savola’s Board representatives at Almarai, Mr. Sulaiman bin Abdulkader Al Muhaideb (Non-Executive Member), Mr. Bader bin Abdullah Al Issa (Non-Executive Member) and Mr. Waleed Fatani (Non-Executive Member), have indirect interest.

9- Approval of the sugar purchase contract, that was executed in 2023, with a value of SAR 73 million at the prevailing commercial terms and conditions, between Almarai Company and United Sugar Co. in which Savola Group – one of Almarai Company’s main Shareholders and who is represented in the Board of Directors – holds significant shares. Savola’s Board representatives at Almarai Company, Mr. Sulaiman bin Abdulkader Al Muhaideb (Non-Executive Member), Mr. Bader bin Abdullah Al Issa (Non-Executive Member) and Mr. Waleed Fatani (Non-Executive Member) have indirect interest.

10- Approval of the sales contract, that was executed in 2023, with a value of SAR 605 million under the prevailing terms and conditions between Almarai Company and Abdullah Al-Othaim Markets Company in which the board member Mr. Mohammed Mansour Al Mousa (Non-Executive Member), has an indirect interest.

11- Approval of the telecommunication services contracts, that were executed in 2023, with a value of SAR 11 million under the prevailing commercial terms between Almarai Company and Mobile Telecommunication Company Saudi Arabia (Zain), in which the Chairman of the Board of Directors Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer (Non-Executive Member) has an indirect interest.

12- Approval of the banking services contract, that was executed in 2023, with a value of SAR 15 million at the prevailing commercial terms and conditions, between Almarai Company and Banque Saudi Fransi in which the board member Mr. Bader bin Abdullah Al Issa (Non-Executive Member) has an indirect interest.

13- Approval of the sales contract, that was executed in 2023, with a value of SAR 81 million under the prevailing commercial terms between Almarai Company and International Food Industries Co, in which the which the board member Mr. Bader bin Abdullah Al Issa (Non-Executive) has an indirect interest.

14- Approval of the sales contract, that was executed in 2023, with a value of SAR 11 million under the prevailing commercial terms between Almarai Company and Alkhorayef Lubricant Co, in which the which the board member Mr. Ammar Alkhodairi (Independent) has an indirect interest.

15- Approval of the sales contract, that was executed in 2023, with a value of SAR 30 million under the prevailing commercial terms between Almarai Company and Al Khorayef Commercial Co. Ltd, in which the which the board member Mr. Ammar Alkhodairi (Independent) has an indirect interest.

16- Approval of the Company’s purchase of up to 10 million shares and their allocation to the Employee Share Participation Program. This is to be financed by the Company’s own resources, and to authorize the Board of Directors to complete the purchase in one or several tranches over a maximum period of twelve months from the date of the EGM. The Company will retain the shares purchased for a period not exceeding 7 years from the date of approval of the EGM until they are allocated to eligible employees. After this period, the Company will follow the procedures and controls set out in the relevant laws and regulations.

17- Approval of delegation of the authorization powers of the General Assembly Meeting stipulated in Paragraph (1) of Article (27) of the Companies Law to the Board of Directors, for one year from the date of approval by the General Assembly to delegate its powers, to the Board of Directors, or until the end of the period of the delegated Board of Directors, whichever is earlier, in accordance with the requirements stipulated in the Implementing Regulations of the Companies Law relating to Listed Joint Stock Companies.

18- Approval of the participation of Mr. Waleed Fatani (Non-Executive Board Member) in competing activity as he is a board member of Al Kabeer Group which engages in a similar activity of the Almarai Company within the poultry segment.

19- Approval of the proposed amendment of the Bylaws to be consistent with the new Companies Law.

20- Approval of the proposed amendment of the Audit Committee Charter.

Additional Information For any inquire please contact Investor Relations at:

P: +966 11 528 6295

F: +966 11 470 1555

E: investor.relations@almarai.com

P.O.Box 8524 Riyadh 11492

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 51.7
Net Change 0.6 (+1.17%)
Value Traded (Sar) 21,944,919.8
Volume Traded 426,356
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