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The Board of Directors of Saudi Arabian Mining Company (Ma'aden) Invites its Shareholders to Attend the 11th Extraordinary General Assembly Meeting which includes the Increase of the company’s capital (First meeting) via modern technology means
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Saudi Arabian Mining Company (Ma’aden) is pleased to invite its shareholders to participate and vote in the 11th Extraordinary General Assembly Meeting which includes the Increase of the company’s capital (the first meeting), which will be held on Wednesday dated 10/06/1446H (corresponding to 11/12/2024G) at 7PM remotely through contemporary technology using the Tadawulaty platform. |
| City and Location of the Extraordinary General Assembly's Meeting | Through contemporary technology using the Tadawulaty platform (www.tadawulaty.com.sa), from Ma'aden's headquarter in Riyadh. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-12-11 Corresponding to 1446-06-10 |
| Time of the General Assembly’s Meeting | 19:00 |
| 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 (31) of Ma'aden's bylaws, the EGM will be quorate if attended by shareholders representing at least half (50%) of the share capital. In case this quorum is not met, a second meeting will be held within one hour of the scheduled time for the first meeting, and this second meeting will be valid if attended by shareholders representing at least one quarter (25%) of the share capital. |
| Meeting Agenda | First: Voting on increasing Ma'aden's share capital from thirty six billion nine hundred seventeen million seven hundred thirty four thousand and three hundred and eighty Saudi Riyals (SAR 36,917,734,380) to thirty eight billion twenty seven million eight hundred fifty eight thousand and seven hundred and ten Saudi Riyals (SAR 38,027,858,710), which represents a (3.01%) increase in the current share capital of Ma'aden, and increasing the number of Ma’aden’s shares from three billion six hundred ninety one million seven hundred seventy three thousand and four hundred and thirty eight (3,691,773,438) ordinary shares to three billion eight hundred two million seven hundred eighty five thousand and eight hundred and seventy one (3,802,785,871) ordinary shares for the purpose of acquiring 100% of the shares owned by Mosaic Phosphates B.V. (in addition to Mosaic Company's Marketing Rights in its capacity as guarantor) in Ma'aden Wa'ad Al Shamal Phosphate Company and issuing one hundred eleven million twelve thousand and four hundred and thirty three (111,012,433) new ordinary shares, with nominal value of SAR 10 per share (the "New Shares"), in Ma’aden to Mosaic Netherlands Holding Company (as the designated recipient of the New Shares) through Ma'aden's share capital increase, which represent (0.526) share in Ma'aden for every one (1) share in MWSPC, in accordance with the terms and conditions of the Share Purchase and Subscription Agreement entered into between Ma’aden, Mosaic Phosphates and Mosaic Company on 20/10/1445H (corresponding to 29/04/2024G) (the “Transaction”) as well as to vote on other matters related to the Transaction, as per the below: a. Provisions of the Share Purchase and Subscription Agreement entered into between Ma’aden, Mosaic Phosphates and Mosaic Company on 20/10/1445H (corresponding to 29/04/2024G); b. increasing Ma’aden’s share capital from thirty six billion nine hundred seventeen million seven hundred thirty four thousand and three hundred and eighty Saudi Riyals (SAR 36,917,734,380) to thirty eight billion twenty seven million eight hundred fifty eight thousand and seven hundred and ten Saudi Riyals (SAR 38,027,858,710) in accordance with the terms and conditions of the Share Purchase and Subscription Agreement; this increase shall be effective on the date of Transaction completion as per the Companies Law and the Share Purchase and Subscription Agreement; c. Amendment of article seven (7) of the company's bylaws related to Share Capital and Subscription in Company Shares. (attached) d. authorization of the board of directors of Ma'aden, or any person so authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement this resolution. Second: Vote on the transactions and contracts that will be concluded between Ma’aden and the Saudi Basic Industries Corporation (SABIC), in which Dr. Mohammed Al-Qahtani has an indirect interest in his capacity as a director in Ma'aden and SABIC, being the Share Purchase agreement to acquire the entire shares of SABIC Industrial Investments Company in Aluminum Bahrain (“Alba”) with a range of (3,623,522,555) three billion six hundred twenty-three million five hundred twenty-five thousand five hundred fifty-five Saudi Riyals to (3,974,186,028) three billion nine hundred seventy-four million one hundred eighty-six thousand twenty-eight Saudi Riyals without preferential terms. Third: Vote on appointing the Company’s auditor from among the candidates based on the Audit Committee's recommendation; in order to audit the financial statements for the first, second, third quarters and annual of the fiscal year 2025, 2026 and 2027 and determine the fees. Fourth: Vote on the Board of Directors Nomination Policy, Standards and Procedures. Fifth: Vote on Standards & Controls for Competing Businesses. |
| 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 Extraordinary General Assembly and raise relevant questions, noting that the voting is available free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | The shareholders who are registered in Tadawulaty Services will be able to remotely vote on the items of the Extraordinary General Assembly electronically starting from 01:00AM on Sunday 07/06/1446H (corresponding to 08/12/2024G) until the end of the Assembly Meeting’s time. Registration and voting via Tadawulaty Services will be available and free of charge for all shareholder through the following link: http://tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | If there are any enquiries regarding the General Assembly agenda, please contact the Governance and Market Compliance Department at: Tel: 0112432085 0112835817 E-mail: MarketCompliance@maaden.com.sa |
| Additional Information | It should be noted that the above EGM agenda item constitute part of the Transaction conditions. For further information about the Transaction and its terms and conditions as well as other matters related to it including the relevant risks, stages and procedures for completion of the Transaction, please refer to Ma'aden's shareholders circular (“Circular”), the publication of which has been announced earlier or will be so concurrently with this announcement. The board of directors of Ma'aden emphasizes the importance for all shareholders to read the Circular in full and to consider it carefully prior to making a decision on the meeting agenda item set out above. |
| 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 48.2
Net Change 0.9 (+1.9%)
Value Traded (Sar) 323,406,413.2
Volume Traded 6,736,623
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