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Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH), invites its Shareholders to attend the Ordinary 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 Ordinary General Assembly meeting that will be held on 03/12/1444 H corresponding to 21/06/2023 G at 18:45 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 | 2023-06-21 Corresponding to 1444-12-03 |
| Time of the General Assembly's Meeting | 18:45 |
| 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 (31) of the Company's bylaws, the meeting of the Ordinary General Assembly shall not be legally valid unless attended by shareholders representing at least quarter 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 regardless of the number of shares represented in it. |
| General Assembly Meeting Agenda | 1. Reviewing and discussing the Board of Directors' Report for the fiscal year ending on 31-12-2022G. 2. Reviewing and discussing the Consolidated Financial Statements for the fiscal year ended on 31-12-2022G. 3. Voting on the Auditor’s Report for the fiscal year ended on 31-12-2022G. 4. Voting on releasing the Board of Directors members from liability for the fiscal year ended on 31-12-2022G. 5. Voting on the Board of Directors’ recommendation not to distribute cash dividends for the fiscal year ending on 12/31/2022. 6. Voting on delegating the Board of Directors to distribute interim dividends on a biannual or quarterly basis for the fiscal year 2023. with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 7. Voting on paying an amount of SAR (4,847,589) as remuneration to the members of the Board of Directors and Committees for the fiscal year ending on December 31, 2022G. 8. Voting on appointing the company's External auditor from among the candidates based on the Audit Committee’s recommendation. The appointed auditor shall examine, review and audit the (second, third and fourth) quarter and annual financial statements, of the fiscal year 2023 AD, and the (first, second, third and fourth) quarter and annual financial statements, of the fiscal year 2024 AD, and the first quarter, of the fiscal year 2025 AD, and the and the determination of the auditor's remuneration. 9. Voting on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the terms stated in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies 10. Voting on the business and contracts concluded between the Company and Arab Company for Drugs Industries and Medical Appliances (ACDIMA) during 2022, in which the board members Eng. Adel Kareem Ahmed and Dr. Mohammed Khalil Mohammed have an indirect interest, as Eng. Adel Kareem Ahmed is the chairman of ACDIMA, and Dr. Mohammed Khalil Mohammed is the Director General of ACDIMA. The business and contracts are represented in namely the Share Sale Purchase Agreement to acquire 25% of ACDIMA shareholding (50,000 shares) in CAD Middle East Pharmaceutical Company (an associate entity of SPIMACO Group) against consideration of SAR 10,534,356. (Attached) 11. Voting on the business and contracts that have been concluded between the Company and Al Rajhi Bank during 2022, in which the board members Mr. Khalid Abdulrahman Al-Gwaiz has an indirect interest, as Mr. Khalid Abdulrahman Al-Gwaiz is board member in Al Rajhi Bank. The business and contracts are represented namely in providing short-term financing facilities and promissory notes amounting to SAR 250 million each for a period of one year without preferential terms. In addition, there were certain regular transactions through the current account. (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 Saturday, dated 28-11-1444H corresponding to 17/06/2023G, until the end of the Ordinary 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 the 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 AGM 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 AGM 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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