SPIMACO ADDWAIEH GA Discusses BOD Recommendation to Distribute SR72 mln profits for 2021

The Board of Directors of Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) invited the Company shareholders to participate and vote in the Ordinary General Assembly meeting that will be held on Wednesday 08/06/2022 PM in person and via means of modern technology using Tadawulaty system.

General Assembly Meeting Agenda:

1. Voting on the Board of Directors’ Report for the fiscal year ending on 31-12-2021
2. Voting on the Consolidated Financial Statements for the fiscal year ended on 31-12-2021
3. Voting on the Auditor’s Report for the fiscal year ended on 31-12-2021
4. Voting on releasing the Board of Directors members from liability for the fiscal year ended on 31-12-2021
5. Voting on the Board of Directors’ recommendation to distribute cash dividends to the shareholders, for the fiscal year ending 31-12-2021, amounting to SR 72,000,000 at a rate of SR (0.60) per share, which represents 6% of the par value of the share. The eligibility of cash dividends will be to the Company’s shareholders who own the Company’s shares by the end of the trading day of the Ordinary General Assembly date, and who are registered in the Company’s shareholders registry held with Securities Depository Center Company (Edaa) at the end of the second trading day following the due date, and provided that the distribution date to be announced later.
6. Voting on delegating the Board of Directors to distribute interim dividends on a biannual or quarterly basis for the fiscal year 2022, and to determine the due date and disbursement in accordance with the Regulatory Rules and Procedures issued pursuant to the Companies Law, in line with the Company’s financial position, cash flows, expansion and investment plans.
7. Voting on paying an amount of SR (4,650,000) as remuneration to the members of the Board of Directors and Committees for the fiscal year ending on December 31, 2021
8. Voting on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
9. Voting on the business and contracts that will be concluded between the Company and Arab Company for Drug Industries and Medical Appliances (ACDIMA), in which the board members Eng. Adel Kareem Ahmed and Dr. Mohammed Khalil Mohammed have an indirect interest, as Eng. Adel Kareem Ahmed is the chairman of ACDIMA, and Dr. Mohammed Khalil Mohammed is the Director General of ACDIMA. The business and contracts are represented in a Share Purchase Agreement between “SPIMACO” and “ACDIMA” for the purchase of shares owned by ACDIMA in CAD Middle East Pharmaceutical Industries, and in the amount of SR 10,534,356.47, without preferential terms.

Shareholders who registered in Tadawulaty system can vote remotely on the agenda items, starting on Saturday, dated 04/06/2022, until the end of the Ordinary General Assembly Meeting.

Tadawulaty registration and voting on the General Assembly agenda items is available for all shareholders and free of charge.

Eligibility for Attendance Registration Ends upon the Convenience of the General Assembly’s 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.

According to Article (25) of the Company’s articles of association, A shareholder may authorize, pursuant to a written proxy letter, another natural person who is not a Board member or employee of the Company, to attend the General Assembly. Such proxy letter must be attested by any of the following authorities:

– Chambers of Commerce and Industry if the shareholder is a member of the same, a company, or a legal entity;

– A licensed bank or an Authorized Person in the Kingdom provided that the authorizing shareholder holds an account with the attesting bank or Authorized Person.

– Notary public or Persons licensed for attesting.

The shareholder or its proxy must deliver a copy of the proxy letter to the Company at least two days prior to the assembly meeting on the following address:

The company’s headquarter (Ahsa Street – Building 89 – Riyadh), PO Box 20001, Riyadh 11455, or at the email: General.Assemblies@spimaco.sa

The proxy must present the original proxy letter before the assembly is convened, and each shareholder or proxy who wish to attend the meeting must bring their original ID, and attend before the beginning of the meeting by sufficient time to complete their registration procedures.