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Dallah Healthcare Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the ( First Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Dallah Healthcare Company is pleased to invite its shareholders to participate and vote in the General Assembly Meeting (the first meeting) |
| City and Location of the General Assembly's Meeting | Riyadh - Head Office - By Means of Modern Technology |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-06-13 Corresponding to 1445-12-07 |
| Time of the General Assembly’s Meeting | 19:15 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | 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. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly 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. |
| Quorum for Convening the General Assembly's Meeting | According to Article 32 of the Company’s Bylaws, the meeting of the Ordinary General Assembly shall not be valid unless attended by shareholders representing at least a quarter of the company's capital . If this quorum is not met during the first meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, The second meeting shall be valid regardless of the number of shares represented in it. |
| General Assembly Meeting Agenda | 1- Review and discuss the report of the Board of Directors for the fiscal year ending 31 December 2023. 2- Review and discuss the financial statements for the fiscal year ending on December 31, 2023. 3- Vote on the company’s auditor’s report for the financial year ending on 31/12/2023 after discussion. 4- Voting on the discharge of the Board of Directors members for the fiscal year ending 31 December 2023. 5- Voting on the recommendation of the Audit Committee, on the appointment of the auditor, from among nominees, to audit the quarterly (Q2, Q3 and Q4) and annual financial statements for the year 2024, in addition to Q1 2025 financial statements, as well as determining their fees. 6- Voting on the business and contracts that were concluded between the company and Engineer/ Tariq bin Othman Al-Qasabi, where he obtained a direct interest in them, which is a contract to provide management consultations that he submits to the company, noting that recent transactions from 2023 are up to 1,319,736 riyals, noting that there are no preferential terms for this contract (Attached). 7- Voting on the business and contracts that were concluded between the company and the Technical Company for Localization of Technology, in which the Chairman of the Board of Directors, Engineer/ Tariq bin Othman Al-Qasabi, manages indirectly as he is a partner in the Board of Directors, and it is technical support, noting that the transactions of the ceremony in 2023 are in full 7,441,322 riyals, noting that there is no Preferential terms for this contract (Attached). 8- Voting on the business and contracts concluded between the company and Al Jazira Capital, in which the Chairman of the Board of Directors, Engineer/ Tariq bin Othman Al-Qasabi, has an indirect interest, as he is Chairman of the Board of Directors, and they are financial consultations, noting that transactions for the year 2023 amounted to 11,683,720 riyals, noting that there are no preferential conditions for this contract (Attached). 9- Voting on the business and contracts that were concluded between the company and , Joud Al-Halla company, for which the Vice Chairman of the Board of Directors, Mr. Mohieddin Saleh Kamel has a direct interest in it as a partner and member of the board of directors, which is leasing a site, noting that transactions for the year 2023 amounted to 440,680 riyals, noting that there are no preferential terms in this contract (Attached). 10- Voting on the business and contracts concluded between the company and Iqra Media Company, for which the Vice Chairman of the Board of Directors, Mr. Mohieddin Saleh Kamel has an indirect interest as a member of the Board of Directors, and it is advertising services, noting that transactions for the year 2023 amounted to 652,266 riyals, noting that there are no preferential terms in this contract (Attached). 11- Voting on the business and contracts concluded between the company and Dareen Travel and Tourism Agency Company for which members of the Board of Directors: 1- Mr. Mohieddin Saleh Kamel 2- Mr. Amr Muhammad Kamel, they has an indirect interest in it, as they are senior executives in Dallah Al Baraka Holding Company (one of the major shareholders in Dallah Health Services Company), which owns Dareen Travel and Tourism Agency, which is a travel tickets for employees, noting that transactions for the year 2023 amounted to 7,268,995 riyals, noting that There are no preferential terms in this contract (Attached). 12- Voting on the business and contracts concluded between the company and Dallah Al-Baraka Group for which members of the Board of Directors: 1- Mr. Mohieddin Saleh Kamel 2- Mr. Amr Muhammad Kamel, they has an indirect interest in it, as they are among its senior executives, noting that transactions for the year 2023 amounted to 12,145 riyals, noting that there are no preferential terms in this contract (Attached). 13- Voting on the business and contracts concluded between the company and the International Medical Center Company, which are for the Vice Chairman of the Board of Directors, Mr. Mohieddin Saleh Kamel has an indirect interest as a member of the Board of Directors, which is technical support and pharmaceutical sales, noting that transactions for the year 2023 amounted to 3,185,272 riyals, noting that there are no preferential terms in this contract (Attached). 14- Voting on the business and contracts concluded between the company and Dr. Mohammed bin Rashid Al Faqih and Partners Company, which are for members of the Board of Directors: 1- Dr. Muhammad bin Rashid Al-Faqih 2-Mr. Fahd bin Abdullah Al-Qassim, they has an indirect interest as as a members of the Board of Directors, which is technical support and pharmaceutical sales, noting that transactions for the year 2023 amounted to 3,873,301 riyals, noting that there are no preferential terms in this contract (Attached). 15- Voting on the business and contracts concluded between the company and the Khalid Al Faqih Engineering Consultancy Office, in which the member of the Board of Directors, Dr. Mohammed bin Rashid Al Faqih, has an indirect interest as he is the brother of engineer Khaled Al Faqih, and it is an engineering consultancy, noting that transactions for the year 2023 amounted to 2,681,781 riyals, noting that no There are preferential terms in this contract (Attached). 16- Voting on the business and contracts concluded between the company and Jarir Marketing Company, in which the member of the Board of Directors, Mr. Fahd bin Abdullah Al-Qassim, has an indirect interest as a member of the Board of Directors, and they are office supplies and stationery, knowing that the transactions for the year 2023 amounted to 636,324 riyals, noting that there are no Preferential terms in this contract (Attached). 17- Voting on the participation of a member of the Board of Directors (Mr. Mohieddin Saleh Kamel) in a business competing with the company’s activity by assuming a membership in the Board of Directors of the International Medical Center Company (a closed joint stock company), which provides medical care and treatment (Attached). 18- Voting on the participation of a member of the Board of Directors (Mr. Fahd bin Abdullah Al-Qassim) in a business competing with the company’s activity by assuming membership in the Board of Directors of Dr. Muhammad Rashid Al-Faqih and Partners Company (a closed joint stock company), which provides medical care and treatment (Attached). 19- Voting on the participation of a member of the Board of Directors (Dr. Mohammed bin Rashid Al-Faqih) in a business competing with the company’s activity by owning 18.20% (direct ownership) in Dr. Mohammed Rashid Al-Faqih and Partners Company (a closed joint stock company), which provides medical care and treatment (Attached). 20- Voting on the participation of a member of the Board of Directors (Dr. Mohammed bin Rashid Al-Faqih) in a business competing with the company’s activity by assuming the presidency of the Board of Directors of Dr. Mohammed Rashid Al-Faqih and Partners Company (a closed joint stock company), which provides medical care and treatment (Attached). 21- Vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2023. 22- Vote on delegating the authority of the General Assembly to the Board of Directors with the license contained in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board of Directors’ session, whichever comes first, in accordance with the conditions contained in the executive regulations of the Law Private companies of listed joint stock companies. |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss matters listed in the agenda of the general assembly and raise relevant questions to the board members, noting that the voting is free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty service will be able to vote electronically on the general assembly’s agenda. Electronic voting will start Sunday at 1:00AM, 03/12/1445 AH Corresponding to 09/06/2024, and will last until the end of the General assembly time. Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | In case of any inquiries or questions regarding the meeting schedule, please contact the Investors Relations Department: Telephone: +966 11 2255065 (5769, 5001) Fax: +966 11 4550803 Email: IR@Dallahhealth.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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