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Basma Adeem Medical Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Basma Adeem Medical Company is pleased to invite the honorable shareholders to participate and vote in the General Assembly Meeting (first meeting), which is scheduled to be held, God willing, at 8:00 PM on Thursday 01/01/1447 corresponding to 06/26/2025 via modern technology. |
| City and Location of the General Assembly's Meeting | Riyadh - Al-Yasmin District - General Administration Building, using modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-06-26 Corresponding to 1447-01-01 |
| Time of the General Assembly’s Meeting | 20:00 |
| 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 | The general assembly meeting shall be valid if attended by shareholders representing 25% of the capital, and in the event that the quorum is not reached in this meeting, a second meeting will be held one hour after the period specified for the first meeting, and the shall be valid regardless of the number of shareholders represented in it. |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors' report for the fiscal year ending December 31, 2024. 2. Review and discuss the financial statements for the fiscal year ending December 31, 2024. 3. Vote on the company's auditors' report for the fiscal year ending December 31, 2024, after discussing it. 4. Vote to discharge the members of the Board of Directors from liability for the fiscal year ending December 31, 2024. 5. Vote on the appointment of the company's auditor from among the candidates, based on the recommendation of the Audit Committee, to examine, review, and audit the semi-annual and annual financial statements for the fiscal year ending December 31, 2025, and determine their fees. 6. Vote on the disbursement of an amount of (215,000) as remuneration and attendance allowance to the members of the Board of Directors for the fiscal year ending December 31, 2024. 7. Voting on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis for the fiscal year 2025. 8. Voting on approving the bylaws, standards, and procedures for membership in the Board of Directors and its sub-committees. (Attached) 9. Voting on authorizing the Board of Directors to exercise the authority of the Ordinary General Assembly to authorize the Board of Directors in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions contained in the executive regulations of the Companies Law for listed joint stock companies. 10. Voting on the involvement of Head of Board Directors Dr. Omar Suleiman Al-Ajaji in a business that competes with the Company's business. (Attached) 11. Voting on the involvement of Board of Directors member Mr. Azzam Omar Al-Mofdi in a business that competes with the Company's business. (Attached) |
| 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 items listed on the agenda of the General Assembly Meeting and to pose questions during the General Assembly meeting to the Board of Directors noting that all shareholders who are registered in Tadawulaty will be able to remotely vote free of charge on the General Assembly’s agenda items. thru the link below: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | The shareholders may remotely vote on the Extraordinary General Assembly Meeting’s agenda via (E-voting service) starting from 1:00 AM on Sunday 26/12/1446 corresponding to 22/06/2025 until the meeting is adjourned, through Tadawulaty website: 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: Phone: 011*** Email: mng@smilecare.com.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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