Arabian Healthcare GA to discuss distributing SR3/share profits for 2021

The Board of Directors of Arabian International Healthcare Holding Company (TIBBIYAH) is pleased to invite the shareholders to participate and vote in the Company Extraordinary General Assembly Meeting (First meeting) which will be held on 30 Dhu al-Qa’dah 1443 H, corresponding to 29 June 2022 at 06:30 PM through means of modern technology.

General Assembly Meeting Agenda:

1. Voting on the annual Board report for the year ending 31 December 2022.
2. Voting on the Financial Statement of the year ending 31 December 2022.
3. Voting on the external auditor report for the year ending 31 December 2022.
4. Voting on the Audit Committee report for the year ending 31 December 2022.
5. Voting to approve Nominations & Remunerations Committee Charter.
6. Vote to absolve the members of the Board of Directors from liability for the fiscal year ending on December 31, 2022.
7. Voting to assign external auditor from the nominated offers based on the recommendation of the Audit Committee to audit the financial statement of the semi-annual and annual for the fiscal year ending on December 31, 2022, as well as determining their fees.
8. Voting on the Recommendation of the Board of Directors to distribute cash dividends to shareholders for the fiscal year ending on December 31, 2021 at a rate of 3 Riyals per share with a total amount of 60,000,000 riyals (Sixty million Saudi riyals) representing 30% of the Company capital, provided that the eligibility is for the shareholders registered in the company’s shareholders register in Securities Depository Center Company EDAA at the end of the second trading day following the day of the EGM, noting that these dividends will be distributed on 5th of July 2022 G.”.
9. Voting on the Long Term Incentive program (“LTI”) for the Company Employees approved by board of directors on 04/21/2022 G, Moreover, to delegate the Board to set out conditions of such program, including allocation price for each share offered to the employees if it was in exchange of fees.
10. Voting on the purchase of up to 210,000 shares of Tibbiyah shares for the purpose of granting them to the Company Employees under the LTI program, noting that the LTI program will be funded by the Company own resources, and delegating the Board of Directors to complete the purchase process at one or multiple transactions within a maximum period of (12) twelve months from the date of the Extraordinary General Assembly’s Approval. The Company will keep the purchased shares for three (3) years from the Extraordinary General Assembly Approval. After the expiry of this period, the company will follow the procedures and controls stipulated in the relevant laws and regulations, in the event that clause No. 9 above is approved.
11. Voting on the amendment of Article (1) of the Company’s By-Law related to (transformation). (Attached)
12. Voting on the amendment of Article (2) of the Company’s By-Law (Company name). (Attached)
13. Voting on the amendment of Article (14) of the Company’s By-Law (Share certificates). (Attached)
14. Voting on the amendment of Article (15) of the Company’s By-Law (Shareholders Register) (Attached)
15. Voting on the amendment of Article (16) of the Company’s By-Law (Purchasing Company’s own shares) (Attached)
16. Voting on the amendment of Article (23) of the Company’s By-Law (The vacant position in the Board of Directors). (Attached)
17. Voting on the amendment of Article (24) of the Company’s By-Law (Board of Directors Authorities) (Attached)
18. Voting on the amendment of Article (27) of the Company’s By-Law (Board of Directors meetings). (Attached)
19. Voting on the amendment of Article (36) of the Company’s By-Law (Assemblies Attendance Register) (Attached)
20. Voting on amending Article (39) of the company’s bylaws related to (voting in Assemblies). (Attached)
21. 21- Vote on the amendment of Article (48) of the company’s bylaws related to (The External Auditor Authorities). (Attached)
22. Voting on the amendment of Article (50) of the Company’s By-Law (Financial documents). (Attached)
23. Voting on the amendment of Article (51) of the Company’s By-Law (Distribution of Dividends) (Attached)
24. Voting on adding a new Article 30 to the Company’s By-Law (Conflict of Interest). (Attached)
25. Voting on adding a new Article 42 to the Company’s By-Law (Board Committees). (Attached)
26. Voting on adding a new Article 47 to the Company’s By-Law (The Remunerations & Nominations Committee).(Attached)
27. Voting on the renumbering of the Company’s articles By-Laws. (Attached)
28. Voting on authorizing the Board of Directors to distribute the cash dividends on semi-annual basis for the fiscal year 2022; if Article (51) of the Company’s By-Law related to the Distribution of Dividends raised for voting has been approved by the EGM.

As per Article No: 38 of the Company By-Law, the quorum for holding the Extraordinary General Assembly shall be considered valid if attended by shareholders who represent at least 50% of the Share Capital. If the required quorum has not been met, a second meeting will be held subsequently one hour from the time the first meeting was supposed to be held. The second meeting shall be valid if attended by shareholders representing at least 25% of the Share Capital.

Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre at the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations.

Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes.