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The National Shipping Company of Saudi Arabia (Bahri) calls its shareholders to attend the Extraordinary General Assembly meeting which include the increase of the Company's capital (First meeting)

4030
BAHRI
-0.25 %
1446/12/08     04/06/2025 08:09:35

Element ListExplanation
Introduction The Board of Directors of The National Shipping Company of Saudi Arabia (Bahri) is pleased to invite the Company’s shareholders to participate and vote in the Extraordinary General Assembly Meeting which includes the increase of the Company’s capital (First Meeting), to be held at 06:45 pm on Sunday 04 Muharram 1447H (corresponding to 29 June 2025G), via modern technology means.
City and Location of the Extraordinary General Assembly's Meeting The Company's headquarters in Riyadh, via modern technology means.
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2025-06-29 Corresponding to 1447-01-04
Time of the General Assembly’s Meeting 18:45
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 Company's shareholders record at the Securities Depository Center Company (Edaa) by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. 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 The Extraordinary General Meeting shall be valid only if attended by shareholders representing at least 50% of the Share Capital according to article (29) of the company’s bylaw.

In case of non-completion of the quorum at this meeting, a second meeting will be held one hour after the end of the scheduled time for the first meeting. The second meeting shall be valid if attended by at least 25% of the share capital.

Meeting Agenda 1) Review and discuss the Board of Directors report for the fiscal year ended 31 December 2024.

2) Review and discuss the Company’s Financial Statements for the fiscal year ended 31 December 2024.

3) Voting on the Auditor report for the fiscal year ended 31 December 2024 after discussing it.

4) Voting on the appointment of the Company's Auditor among the nominees, based on the Audit Committee’s recommendation, to examine, review, and audit the financial statements for the coming two (2) years starting from Q2 of 2025 until Q1 of 2027, and determining its fees.

5) Voting on the discharge of the members of the Board of Directors for the fiscal year ended 31 December 2024.

6) Voting on the Board of Directors recommendation to distribute cash dividends to shareholders for the fiscal year 2024, amounting to SAR 738,281,250 at SAR 1 per share representing 10% of the par value per share. Eligibility shall be for the shareholders who own the shares at the end of the trading day on which the General Assembly is held, and who are registered in the Company’s shareholder register at the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the General Assembly. Dividend distribution shall be executed within fifteen (15) business days from the dividends entitlement date as determined in the General Assembly resolution, where the distribution date shall be announced later.

7) Voting on the Board of Directors’ recommendation to increase the Company's capital by granting bonus shares to the Company’s shareholders, as follows:

a. The Company’s capital will be increased by capitalizing an amount of SAR 1,845,703,120 from the Retained Earnings Reserve. Shareholders will be granted one bonus share for every owned four shares.

b. The Company’s capital before the increase is SAR 7,382,812,500, and post the increase will be SAR 9,228,515,620, reflecting a 25% increase.

c. The number of shares before the increase is 738,281,250 shares, and post the increase will be 922,851,562 shares.

d. The capital increase aligns with the Company's strategy to strengthen its capital base in line with future prospects for growth and expansion, and long-term value creation through investments in available opportunities.

e. The eligibility date for the bonus shares will be for the shareholders who own the company’s shares on the day of the Extraordinary General Assembly and who are registered in the Company’s shareholder register at the Securities Depository Center Company (Edaa) by the end of the second trading day following the eligibility date.

f. In case there are bonus shares fractions, the Company will collect all fractions in one portfolio for all shareholders to be sold at market price, then the proceeds will be distributed proportionately to the eligible shareholders within a period not exceeding 30 days from the date of determining the shares eligible to each shareholder.

g. Amendment of Article No. (6) of the Company’s Bylaw related to Capital. (Attached)

h. Amendment of Article No. (7) of the Company’s Bylaw related to Subscription for Shares. (Attached)

8) Voting on the businesses and contracts concluded during the fiscal year ended 31 December 2024 between the Company and Alinma Bank, in which the member of the Board of Directors Dr. Abdulmalik bin Abdullah Al-Hogail has an indirect interest, being a member of the Board of Directors at Alinma Bank, which is represented in a Loan Financing Agreement for the Company, without any preferential terms or conditions, for a period of 10 years, with a value of SAR 1,729,087,500. (Attached)

9) Voting on delegating the Board of Directors to distribute interim dividends on a semiannual or quarterly basis for the fiscal year ending 31 December 2025.

10) Voting on delegating the General Assembly’s authorization powers stipulated in Paragraph (1) of Article (27) of the Companies Law to the Board of Directors, for one year starting from the General Assembly approval date or until the end of the term of the delegated Board of Directors, whichever is earlier, pursuant to the conditions stipulated by the Implementing Regulations of the Companies Law for Listed Joint Stock Companies.

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders have the right to discuss the topics on the assembly's agenda and ask questions in accordance with regulations.

Shareholders can register in Tadawulaty services and vote remotely on the General Assembly agenda through Tadawulaty website:

www.tadawulaty.com.sa

Details of the electronic voting on the Assembly’s agenda The shareholders may remotely vote on the General Assembly Meeting’s agenda via (E-voting service) through Tadawulaty website. The remote voting will start at 01:00AM on Wednesday 29 Thul-Hijjah 1446H (corresponding to 25 June 2025G) until the end of the General Assembly Meeting. Please note that registration in Tadawulaty service and voting is provided free of charge at the following link:

www.tadawulaty.com.sa

Method of Communication in Case of Any Enquiries We are pleased to receive your inquiries by contacting Investor Relations Department through the following channels:

Tel: (+966) 11 478 5454

Email: ir@bahri.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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Last Price 23.92
Net Change -0.06 (-0.25%)
Value Traded (Sar) 2,369,598.52
Volume Traded 99,009
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