1- Reviewed and discussed the Board of Directors Annual Report for the fiscal year ended 31-12-2024. 2- Reviewed and discussed the Company’s Financial Statements for the fiscal year ended 31-12-2024. 3- Approved the External Auditors Report for the fiscal year ended 31-12-2024, post its discussion. 4- Approved the appointment of (PricewaterhouseCoopers - Pwc) as the external auditor for the Company among the nominees based on the recommendation of the Audit Committee, to review and audit the Company’s quarterly and annual financial statements for the second, third and annual periods of fiscal year ended 31-12-2025. In addition, the first quarter of the fiscal year ended 31-12-2026, for a fee of SAR 875,000. 5- Approved the disbursement of (SAR 3,600,000) as remuneration for the Board Members for the fiscal year ended 31-12-2024. 6- Approved releasing the Board Members from their liability for the fiscal year ended 31-12-2024. 7- Approved authorizing the Board of Directors to distribute interim dividends, either semi-annually or quarterly, for the fiscal year ended 31-12-2025. 8- Approved delegating the Board of Directors with the authority of the General Assembly as stated in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of the approval of the General Assembly or until the end of the term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 9- Approved the transactions and agreements made with Buruj Cooperative Insurance Co. (Saudi Arabia), where the Board Member, Mr. Ahmed Al Marzouki have an indirect interest in it. This agreement provides insurance services without preferential terms. These transactions for the fiscal year from 01-01-2024 to 31-12-2024 had a total value of SAR 9,582,350. 10- Approved the transactions and agreements with PKC Advisory, where the Chairman, Sheikh Hamad Sabah Al Ahmed, the Board Member, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement provides consultancy services without preferential terms. These transactions for the fiscal year from 01-01-2024 to 31-12-2024 had a total value of SAR 1,758,723. 11- Approved the transactions and agreements made with Alternative Energy Projects Co., where the Chairman, Sheikh Hamad Sabah Al Ahmed, the Board Member, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement is to handle the operation & maintenance of the solar rooftop photovoltaic energy system at Jeddah central warehouse without preferential terms. These transactions for the fiscal year from 01-01-2024 to 31-12-2024 had a total value of SAR 125,062. 12- Approved the transactions and agreements made with Specialized Food Services Co. (SFS), where the Vice-Chairman, Mr. Saied Ahmed Saied Basamh have indirect interest in it. This agreement to distribute specific SADAFCO products by SFS in the Foodservice channel without preferential terms. These transactions for the fiscal year from 01-01-2024 to 31-12-2024 had a total value of SAR 1,894,106. 13- Approved the participation of the Vice-Chairman Mr. Saied Ahmed Saied Basamh in a business competing with the Company's business. 14- Approved the amendment of the Audit Committee Charter. |