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Jamjoom Pharmaceuticals Factory Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Jamjoom Pharmaceuticals Factory Company (“The Company”) is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First Meeting), which is scheduled to be held at eight (8:00) PM on Wednesday 25/06/2025G corresponding to 29/12/1446H from the Company’s headquarter in Jeddah, Online via Tadawulaty Platform (http://tadawulaty.com.sa). |
| City and Location of the General Assembly's Meeting | Online via Tadawulaty Platform from the headquarters of the Company in the city of Jeddah |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-06-25 Corresponding to 1446-12-29 |
| 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 registry at the Depositary Center by the end of the trading 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 Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid if attended by shareholders representing at least one-quarter of the Company’s capital. |
| General Assembly Meeting Agenda | 1.Review and discuss the Board of Directors' report for the fiscal year ended 31/12/2024. 2.Vote on the Company’s Auditor's report for the fiscal year ended 31/12/2024 after discussing it. 3.Review and discuss the financial statements for the fiscal year ended 31/12/2024. 4.Vote on absolving the liabilities of the members of the Board of Directors for the fiscal year ended 31/12/2024. 5.Vote on the remunerations for the members of the Board of Directors, including the expenses allowance, amounting to 2,018,000 Saudi Riyals for the fiscal year ended 31/12/2024. 6.Vote on the special remuneration of the Chairman of the Board of Directors in the amount of 1,800,000 SAR for the fiscal year ending on 31/12/2024 in connection with his contribution in developing the image and business of the Company as well as supporting the Company in fulfilling Vision 2030 goals. 7.Vote on authorizing the Board of Directors to distribute interim dividends on a semi/quarterly basis for the fiscal year 2025. 8.Vote on Amending Article (3-1-2) of the Audit Committee Charter (attached). 9.Vote on the establishment of an employee long- term incentive program and the authorization of the Board of Directors to determine the terms and conditions of the program, including the offering price for each share allocated to employees, if applicable. 10.Vote on the company’s purchase of one hundred thousand (100,000) shares of its own shares as treasury shares, to be allocated under the Employee long- term incentive program, with the purchase financed through the company’s own resources. The Board of Directors shall be authorized to complete the purchase in multiple phases within a maximum period of twelve months (12) from the date of the General Assembly’s approval. The purchased shares may be held for a period of up to five (5) years, after which the Company shall follow the procedures and regulations set forth in the applicable laws, subject to the approval of the General Assembly for the establishment of the Employee long- term incentive program. 11.Vote on amending Article (3) of the Company’s bylaws basic statute related to the (Purposes of the Company) (attached). 12.Vote on the contracts and dealings conducted between the Company and Jamjoom Medicine Store, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom, and Mr. Yousuf Mohammed Salah Jamjoom have a direct interest, while the Board Member Ms. Alaa Yousuf Jamjoom has an indirect interest. This involves a sales agreement for pharmaceutical products to be distributed to customers under prevailing commercial terms without preferential benefits, noting that the contractual transaction value for the year 2024 amounted to 754,805,616 Saudi Riyals. 13.Vote on the contracts and dealings conducted between the Company and Jamjoom Medicine Store, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom and Mr. Yousuf Mohammed Salah Jamjoom have a direct interest, while the Board Member Ms. Alaa Yousuf Jamjoom has an indirect interest. This pertains to the distribution commission based on the distribution agreement for pharmaceutical products to be distributed to customers without preferential benefits, noting that the distribution commission value for the year 2024 amounted to 1,809,068 Saudi Riyals. 14.Vote on the contracts and dealings conducted between the Company and Jamjoom Printing Press, in which the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom and Board Member Mr. Yousuf Mohammed Salah Jamjoom have direct interest, while the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom, and Ms. Alaa Yousuf Jamjoom have an indirect interest. This includes providing printing services for inserts, packaging and printing on medicine cartons, under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2024 amounted to 10,040,776 Saudi Riyals. 15.Vote on the contracts and dealings conducted between the Company and Jamjoom General Agencies, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Member Mr. Mohammed Yousuf Jamjoom have a direct interest. While the board members Ms. Alaa Yousuf Jamjoom and Mr. Yousuf Mohammed Salah Jamjoom, have an indirect interest. This involves procuring brand reminder items under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2024 amounted to 976,048 Saudi Riyals. 16.Vote on the contracts and dealings conducted between the Company and Tegan Al-Fateh Factory Company Limited, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom, Mr. Yousuf Mohammed Salah Jamjoom and Ms. Alaa Yousuf Jamjoom have an indirect interest. This involves an agreement to provide packaging services (cardboard boxes for medicines) under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2024 amounted to 20,061,837 Saudi Riyals. 17.Vote on the contracts and dealings conducted between the Company and Dream Sky Travel and Tourism Agency, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom has an indirect interest. This involves providing travel booking services under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2024 amounted to 15,043,109 Saudi Riyals. 18.Vote on the contracts and dealings that took place between the Company and Jamjoom Algeria Lildawa, in which the Chairman of the Board Mr. Mahmoud Yousuf Jamjoom and the Vice Chairman of the Board Mr. Ahmed Yousuf Jamjoom, have a direct interest while the Board Members, Mr. Mohammed Yousuf Jamjoom, Mr. Yousuf Mohammed Salah Jamjoom and Ms. Alaa Yousuf Jamjoom have an indirect interest. These transactions are for the purpose of sale of raw material and semi-finished goods, under prevailing commercial terms and without preferential benefits, noting that the value of transactions for the year 2024 amounted to 6,241,905 Saudi Riyals. 19.To vote on the election of Board members from among the candidates for the upcoming term, which will begin on 19/06/2025 and last for 3 years, ending on 18/06/2028 (CVs of the candidates are attached). |
| 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 the Tadawulaty services will be able to vote remotely on the assembly’s agenda. Electronic voting will starting at 1:00AM on Saturday 21/06/2025G corresponding to 25/12/1446 H and will last until the end of General assembly time. Please note that registration in Tadawulaty services and voting is free of charge for all shareholders Via the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For any questions, kindly contact the Investor Relations Department during business hours from 09:00 AM to 05:00 PM at: Tel: +966 12 614 0099 ext. 3313 Email: ir@jamjoompharma.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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