Almarai shareholders to vote for 10mln stock purchase

Board of Almarai, a Listed Joint Stock Company, invited its shareholders to the Extraordinary General Assembly Meeting (EGM), scheduled to be held at 10:00 p.m. on Tuesday 12 April 2022 (11 Ramadan 1443H) virtually through Tadawulaty Platform (https://www.tadawulaty.com.sa).

The meeting will allow shareholders to participate in the deliberation and vote the agenda items which include:

1- To vote on the Auditors Report for the fiscal year ending 31st December 2021.

2- To vote on the consolidated Financial Statements for the fiscal year ending 31st December 2021.

3- To vote on the Board Report for the fiscal year ending 31st December 2021.

4- To vote on the recommendation of the Board of Directors to pay a dividend, for the fiscal year ending 31st December 2021, of SAR 1.00 per share totaling SAR 1000 million (This proposed cash dividend represents 10.0% of the capital share, based on 1,000 million shares), for shareholders who own shares on the date of the Extraordinary General Assembly Meeting which will be registered at the Securities Depository Center Company at the market closing of the second working day after. The date of the cash dividend payment will be confirmed after the approval of the Extraordinary General Assembly, and the dividend distribution date will be announced later.

5- To vote on the release of Board of Directors members from liability for the fiscal year ending 31st December 2021.

6- To vote to pay the directors’ remuneration amounting in total to SAR 1,800,000 where SAR 200,000 will be distributed to each director on a pro-rated basis for the financial year ending 31st December 2021.

7- To vote on a financial services contract, that was done in 2021, with a value of SAR 15 million under the prevailing terms and conditions between Almarai Company and SNB, in which Mr. Ammar bin Abdulwahid bin Faleh Alkhudairy (Independent Member) has a direct interest.

8- To vote on an insurance contract, that was done in 2021, with a value of SAR 162 million at the prevailing commercial terms between Almarai Company and Arabian Shield Insurance Co. in which the Chairman of the Board of Directors HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer (Non-Executive Member) has an indirect interest.

9- To vote on a banking services contract, that was done in 2021, with a value of SAR 27 million at the prevailing commercial terms and conditions, between Almarai Company and Saudi British Bank (SABB) in which the board member Mr. Saad bin Abdulmohsen AlFadly (Independent Member) has an indirect interest.

10- To vote on a Telecommunication services contract, that was done in 2021, with a value of SAR 25 million at the prevailing commercial terms and conditions, between Almarai Company and Saudi Telecom Company (STC), in which the board member Mr. Sultan bin Abdulmalik Al Alsheikh (Non-Executive Member) has an indirect interest.

11- To vote on a Sales contract, that was done in 2021, with a value of SAR 731 million under the prevailing terms and conditions between Almarai Company and Panda Retail Company in which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares. Savola board representatives at Almarai include Mr. Sulaiman bin Abdulkader Al Muhaideb (Non-Executive Member), Mr. Waleed bin Khalid Fatani (Non-Executive Member) and Mr. Bader bin Abdullah Al Issa (Executive Member), have an indirect interest.

12- To vote on a sugar purchase contract, that was done in 2021, with a value of SAR 58 million at the prevailing commercial terms and conditions, between Almarai Company and United Sugar Co. In which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares. Savola board representatives at Almarai include Mr. Sulaiman bin Abdulkader Al Muhaideb (Non-Executive Member), Mr. Waleed bin Khalid Fatani (Non-Executive Member) and Mr. Bader bin Abdullah Al Issa (Executive Member) have an indirect interest

13- To vote on the participation of Board Member Mr. Waleed bin Khalid Fatani competing activity as he is a board member of Al Kabeer Group. which engages in a similar activity of the Company within the poultry segment.

14- To vote on the purchase of up to 10 million shares and to allocate them within the Employee Share Participation Program. This is to be financed by the Company’s own resources, and to authorize the Board of Directors to complete the purchase in one or several tranches over a maximum period of twelve months from the date of the EGM resolution, as well as to authorize the Board of Directors to determine the conditions of this program, including the allocation price for each share offered to the designated employees. The purchased shares are kept a maximum of (10 years) from the date of EGM approval and after this period has passed the company will follow the procedures and mandatory in the relevant laws and regulations.

15- 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.