Al Hammadi GA to discuss capital increase to SR1.6 bln

26 May 2022

Riyadh - Maaal

Al Hammadi Company for Development and Investment invites its shareholders to attend the extraordinary general assembly meeting for capital increase ( First Meeting ) which should be hold on June 20^th through technology means using “Tadawulaty” portal to discuss the following agenda:-

Vote on the report of the Board of Directors for the financial year ending on December 31, 2021 AD.
Vote on the independent auditor’s report for the financial year ending on December 31, 2021 AD
Vote on the company’s financial statements for the financial year ending on December 31, 2021 AD.
Vote to release the members of the Board of Directors from liability for their management during the fiscal year ending on December 31, 2021 AD.
Vote on appointing the company’s independent auditor from the candidates based on the recommendations of the Audit Committee for the audit and review of the financial statements for the second and third quarters and the annual statements for the year 2022 AD and the first quarter of the year 2023 AD and to determine his fees.
Vote on the transactions that will be carried out between the company and the Chairman of the Board of Directors, Mr. Saleh Mohammad Al Hammadi, in which he has a direct interest, and the members of the Board, Dr. Abdulaziz Mohammad Al Hammadi, Mr. Mohammad Saleh Al Hammadi, and Dr. Abdulaziz Saleh Al Hammadi, have an indirect interest, noting that the nature of the transaction is a rental contract for a residential building for the company’s employees for a period of (15) years starting 12/31/2022 at an amount of (8,600,000 Saudi Riyals annually) eight million six hundred thousand Saudi Riyals, and the value of the transaction during the previous year 2021 AD amounted to (7,811,500, Saudi Riyals) seven million eight hundred and eleven thousand five hundred Saudi Riyals, bearing in mind that there are no preferential conditions.
Vote on the transactions that will be carried out between the company and the Vice-Chairman of the Board of Directors, Dr. Abdulaziz Mohammad Al Hammadi, in which he has a direct interest, the Chairman of the Board, Mr. Saleh Mohammad Al Hammadi and the members o the Board, Mr. Mohammad Saleh Al Hammadi, and Dr. Abdulaziz Saleh Al Hammadi have an indirect interest, noting that the nature of the transaction is a rental contract for a residential building for the company’s employees for a period of (15) years starting 12/31/2022 at an amount of (4,300,000 Saudi Riyals annually) four million three hundred thousand Saudi Riyals, and the value of the transaction during the previous year 2021 AD amounted to (3,955,000 Saudi Riyals) three million nine hundred and fifty-five thousand Saudi Riyals, bearing in mind that there are no preferential conditions (Attached).
Vote on the transactions that will be carried out between the company and Aziz Company for Contracting and Industrial Investment, in which the Chairman of the Board of Directors, Mr. Saleh Mohammad Al Hammadi, and the members of the Board, Dr. Abdulaziz Mohammad Al Hammadi, Mr. Mohammad Saleh Al Hammadi, and Dr. Abdulaziz Saleh Al Hammadi have an indirect interest in them, noting that the nature of the transaction consists of purchase orders for support and supply services, and the value of the transaction during the previous year 2021 AD amounted to (684,714 Saudi Riyals) six hundred and eighty-four thousand seven hundred and fourteen Saudi Riyals, bearing in mind that there are no preferential conditions. (Attached)
Vote on the transactions that will be carried out between the company and Al Hammadi for Information Technology, in which the Board member, Mr. Mohammad Saleh Al Hammadi, has a direct interest, the Chairman of the Board, Mr. Saleh Mohammad Al Hammadi, and the members of the Board, Dr. Abdulaziz Mohammad Al Hammadi, and Dr. Abdulaziz Saleh Al Hammadi have an indirect interest, noting that the nature of the transactions is purchase orders for technical services, and the value of the transactions during the previous year 2021 AD amounted to (712,517 Saudi Riyals) seven hundred and twelve thousand five hundred and seventeen Saudi Riyals, bearing in mind that there are no preferential conditions. (Attached)
Vote on the transactions that will be carried out between the company and Mrs. Haya Mohammad Al Hammadi and Mrs. Sarah Mohammad Al Hammadi, in which the Chairman of the Board of Directors Mr. Saleh Mohammad Al Hammadi, and the members of the Board, Dr. Abdulaziz Mohammad Al Hammadi, Mr. Mohammad Saleh Al Hammadi, and Dr. Abdulaziz Saleh Al Hammadi have Indirect interest, noting that the nature of the transaction is a rental contract for a residential building for the company’s employees for a period of (15) years starting 12/31/2022 at an amount of (700,000 Saudi riyals annually) seven hundred thousand Saudi Riyals, and the value of the transaction during the previous year 2021 AD amounted to (630.00 Saudi riyals) six hundred and thirty thousand Saudi Riyals, bearing in mind that there are no preferential conditions (Attached).
Vote on the payment of bonuses to the members of the Board of Directors for the fiscal year 2021 AD, with a total amount of (1,800,000 Saudi Riyals) one million eight hundred thousand Saudi Riyals.
Vote on the decision of the Board of Directors regarding the distribution of cash dividends to shareholders for the first quarter of the fiscal year 2022 AD in the amount of (48 million Saudi Riyals) at (0.40 Saudi Riyals per share), equivalent to (4%) of the nominal value of the share.
Vote on delegating to the new session of Board of Directors which begins on June 22, 2022 AD the authority of the Ordinary General Assembly with the authorization contained in Paragraph (1) of Article (71) of the Companies Regulations, for a period of one year from the date of approval of the General Assembly or until the end of the delegated Board of Directors’ session, whichever is earlier, in accordance with the conditions contained in the regulations and regulatory procedures issued In implementation of the Companies Regulations for Listed Joint Stock Companies.
Vote on delegating to the Board of Directors the authority to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2023 AD.
Vote on election of members of the Board of Directors from the candidates for the next session, which begins on June 22, 2022 AD for a period of three years, and ends on June 21, 2025 AD. (Attached)

According to Article No. (33) of the company’s articles of association, the extraordinary general assembly meeting is valid if attended by shareholders representing at least half of the capital. The second meeting is valid if attended by a number of shareholders representing at least a quarter of the capital.

If the necessary quorum is not available at the second meeting, an invitation is sent to a third meeting to be held in the same conditions stipulated in Article (30) of the company’s articles of association, and the third meeting will be valid regardless of the number of shares represented therein, after the approval of the relevant authority.