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Saudi Arabian Mining Company (Ma’aden) Announces the Results of the 7th Extra Ordinary General Assembly’s Meeting Approving capital Increase (First Meeting)

Element ListExplanation
City and Location of the Extraordinary General Assembly's Meeting Company Head Quarters in Riyadh
Date of the Extraordinary General Assembly's Meeting 2019-11-04 Corresponding to 1441-03-07
Time of the Extraordinary General Assembly's Meeting 18:30
Percentage of Attending Shareholders 77.25%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following Board members attend the meeting:

1\ H.E Suliman bin Abdulrahman Al-Gwaiz (Vice Chairman)

2\ H.E Eng. Abdullah bin Ibrahim Al-Saadn

3\ Eng. Abdullah bin Mohammed Al-Issa

Apologies of not attending the meeting have been received from:

1\H.E Yaser Bin Othman Al-Rumayyan (Chairman)

2\ H.E Eng. Khalid bin Saleh Al-Mudaifer

3\ Dr. Klaus Kleinfeld

4\ Mr. Richard O’brien

5\ Ms. Lubna Bint Suliman Al-Olayan

6\ Eng. Azzam Bin Yaser Shalaby

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf H.E Suliman bin Abdulrahman Al-Gwaiz (Chairman of Executive Committee)

H.E Eng Abdullah bin Ibrahim Al-Saadan (Chairman of Audit Committee)

Eng. Abdullah bin Mohammed Al-Issa (Chairman of Remuneration and Nomination Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. Approval of the Company’s capital increase through conversion of its debt to the Public Investment Fund in the amount of USD 796,370,000 (SAR 2,986,387,500) by issuing 62,112,885 new shares to the Public Investment Fund, the issuance price being SAR 48.08 per share, impacting share capital as follows:

• Capital before increase:

11,684,782,610

• Capital after increase:

12,305,911,460

• The percentage of change in the capital:

5.32%

• The number of shares before capital increase:

1,168,478,261

• The number of shares after capital increase:

1,230,591,146

The above share issuance price was determined based on the volume-weighted average market price of the Company’s shares during the last six trading months before the date of the Extraordinary General Assembly Meeting, held on 4 November 2019 The reason for the capital increase is to improve the Company’s liquidity and credit position and enhance its ability to achieve its growth objectives.

2.Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors of the Company, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consists of a transfer and termination agreement dated 26 June 2019G, pursuant to which the Public Investment Fund’s loan in the amount of USD 796,370,000 (SAR 2,986,387,500) to Ma’aden Rolling Company was transferred from the Public Investment Fund to the Company.

3. Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consists of a loan agreement dated 27 June 2019G, pursuant to which the Public Investment Fund is deemed to have advanced to the Company a loan in the amount of USD 796,370,000 (SAR 2,986,387,500).

4.Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consist of a debt conversion agreement dated 27 June 2019G, pursuant to which the Company will convert the above Public Investment Fund’s loan into new shares in the Company.

5.Approval to amend Article (7) of the Company’s Articles of Association relating to the Company’s capital and shares, to reflect the above capital increase. (Attached)

6.Approval of the Board of Directors' resolution to appoint his Excellency Mr. Yaser Bin Othman Al-Rumayyan as an Non-executive Director and a Public Investment Fund representative on the Board of Directors, effective from 28 September 2019G until the end of the current board term on 24 October 2020G, in replacement of the resigned member his Excellency Engineer Khalid Bin Abdulaziz Al-Faleh, as per the Company’s announcement on Tadawul’s website dated 29 September 2019G

Additional Information For further information about the debt conversion and its terms and conditions the shareholders should refer to the shareholder circular which will be available on the Company’s website (www.maaden.com.sa) and on the websites for Capital Market Authority, Saudi Stock Exchange (Tadawul) and the financial advisors HSBC Saudi Arabia and Riyad Capital.
Attached Documents  

The Capital Market Authority and the Saudi Stock 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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