Aldawaa GA to discuss Board’s authorization to distribute interim dividends for fiscal year 2022

The Board of Directors of Al-dawaa Medical Services is pleased to invite the shareholders to participate and vote in the extraordinary general assembly meeting (the first meeting) scheduled to be held on Sunday, 27/11/1443 H, 26/06/2022 H at 7:00 pm via (Modern Technology Methods.

The agenda of the Extraordinary General Assembly meeting, the first meeting

The Board of Directors of the Aldawaa Medical Services is pleased to invite the company’s shareholders to attend the meeting of the extraordinary General Assembly(EGM) the first meeting scheduled to be held via (modern technical means) on Sunday, 27/11/1443 H, 26/06/2022 H at 7:00 pm via (Modern Technology Methods)PM to consider the following agenda:

1. Voting on the Board of Directors’ report for the fiscal year ended December 31, 2021.

2. Voting on the company’s auditor’s report for the fiscal year ended December 31, 2021.

3. Voting on The company’s financial statements for the fiscal year ended December 31, 2021.

4. Voting on the discharge of the board Directors for the fiscal year ended December 31, 2021.

5. Voting on disbursing SR 900,000 as a remuneration to the Board members for the fiscal year ended December 31, 2021.

6. Voting on disbursing 150,000 SR remunerations to members of the Remuneration and Nominations for the fiscal year ended December 31, 2021.

7. Voting on the amendment of the bylaw article 1 … entitled Transformation.

8. Voting on the amendment of the bylaw article 2 … entitled company name.

9. Voting on the amendment of the bylaw article 3 … entitled of the company’s purposes.

10. Voting on the amendment of the bylaw article 48 … entitled of the dividends distribution.

11. Voting on the Board’s authorization to distribute interim dividends on a semi-annual/quarterly basis for fiscal year 2022. (in case of the Article 48 of the Dividend Statute has been approved by the EGM)

12. Voting on the board’s authorization of the authority of the AGM to authorize article 71 (1) of the Corporate regulations his is for a year from the date of approval of the General Assembly or until the end of the board session, whichever is authorized, in accordance with the conditions set out in the regulations and regulatory procedures issued in implementation of the corporate system of listed joint stock companies.

13. Voting on the business and contracts between the company and Saico Insurance Company, which is for board member Hassan bin Abdullah al-Somali, has an indirect interest which is to provide the required medicine to the customers of Saico (pharmacy sales) with a value of transaction was SAR 9,828,812. for the year of 2021 on commercial terms and without preferential benefits

14. Voting on the business and contracts that took place between the company and AL Mawarid trading company, which to the Chairman of the Board of Directors Mr. Samir Mahmoud Abdul Hadi has an indirect interest which is the supply of products and the purchase of stock for pharmacies and the value of transactions was SAR 3,928,682 for the year of 2021 on commercial terms and without preferential benefits.

15. Voting on the business contracts that took place between the company and Ms. Nouf Saad Al-Farraj Al-Subaie which for the board member Mr. Mohammed Saad Butti Al-Farraj Al-Subaie has an indirect interest, which is a lease on the office of the main pharmaceutical company in the northern neighborhood of Khobar from 15/01/1431 H and the value of transactions was SAR 200,000. for the year of 2021 on commercial terms and without preferential benefits

16. Voting on the business and contracts that took place between the company and Meshraf General Contracting Company, which for the members of the Board of Directors Mr. Waleed Mohammed Al Jaafari and Professor / Mohammed Saad Butti Al-Farraj Al-Subaie have an indirect interest which is the construction of pharmacy branchesand the value of transactions was SAR 158,636,116 for the year of 2021 on commercial terms and without preferential benefits

17. Voting on the business and contracts that took place between the company and the Digital Business Systems, which is for the Chairman of the Board of Directors Mr. Samir Mahmoud Abdulhadi and the members of the Board of Directors Mr. Waleed Mohammed Al Jaafari and Mr. Mohammed Saad Butti Al-Farraj Al-Subaie an indirect interest which is an information technology support services, technical support, networking and data center management. The value of transactions was SAR 66,804,441 for the year of 2021 G. on commercial terms and without preferential benefits

18. Voting on the works and contracts that took place between the Aldawaa company and Kanaf, the charitable association in which board member Mohammed Saad Butti Al-Farraj Al-Subaie has an indirect interest, which is a fund-raising (halalat) of sales through the company’s pharmacies and the value of transactions was SAR 129,049. For the year of 2021 on commercial terms and without preferential benefits.

19. Voting on the business and contracts that took place between the company and the 966 Automotive Corporation, which for the board member Mr. Mohammed Saad Butti Al-Farraj Al-Subaie has a direct interest which is the services provided to the company and the value of transactions was SAR 6,690,989 for 2021 for the year of 2021 on commercial terms and without preferential benefits.

20. Voting on the business and contracts that took place between the company and The Zahwa Commercial Company, which for the board member Mr. Mohammed Saad Butti Al-Farraj Al-Subaie, Fahad Abdullah Al Farraj Al-Subaie and Mr. Turki Abdullah Al-Farraj Al-Subaie (senior executives) indirect interest, which is a contract for the supply of products and the value of transactions was SAR 7,257,131 for the year of 2021 on commercial terms and without preferential benefits

21. Voting on the business and contracts between the company and the Classic Travel and Tourism Agency, which for board member Mr. Waleed Mohammed Al Jaafari has an indirect interest, which is internal and external flight reservations and hotel reservations for the company’s employees and the value of transactions was SAR 27,503,428 for 2021, on commercial terms and without preferential benefits

22. Voting on the business and contracts that took place between the company and the Eastern Province Cement Company, which for the members of the Board of Directors Mr. Waleed Mohammed Al Jaafari, Mr. Mohammed Saad Butti Al-Farraj Al-Subaie and Mr. / Ibrahim Salem Al-Ruwais, have an indirect interest which is an office lease and service invoices and the value of transactions was SAR 3,519,624. for the year of 2021 on commercial terms and without preferential benefits.

23. Voting on business and contracts between the company and The Najm Suhail Advertising Agency, which for the board member Mr. Mohammed Saad Butti Al-Farraj Al-Subaie has an indirect interest. It is the company’s provision of various equipment necessary to operate the company’s pharmacies including wood panels, glass and counter tables and the value of transactions was SAR 2,326,986 for the year of 2021 on commercial terms and without preferential benefits

24. Voting on the business and contracts between the company and Walaa Cooperative Insurance Company, which for board member Mr. Waleed Mohammed Al Jaafari indirect interest which is the policies of vehicle insurance, fire insurance and various marine insurance and the value of transactions was SAR 6,935,513. for the year of 2021 on commercial terms and without preferential benefits

25. Voting on amending the Audit Committee Regulations attached

26. Voting on amending the Nomination and remuneration committee Regulations.

27. Voting on amending the Policy of Remuneration of board of directors, board of committees and executive management