Ma’aden GA to discuss proposal not to distribute profits for 2022, votes on new JV

The Board of Directors of Saudi Arabian Mining Company (Ma’aden) invited the Company’s shareholders to attend the 14th Ordinary General Meeting (First Meeting) via modern technology means provided by Tadawulaty, on 28/03/2023.

City and Location of the General Assembly’s Meeting through modern technology mean from the Company’s office in Riyadh (using Tadawulaty system).

General Assembly Meeting Agenda

1. Review the Consolidated Financial Statements for the fiscal year ended on 31 December 2022.

2. Vote to approve the External Auditors report for the fiscal year ended on 31 December 2022.

3. Vote to approve the Board of Directors recommendation to not distribute dividends for the fiscal year ended on 31st December 2022.

4. Review the Board of Directors’ report for the fiscal year ended on 31st December 2022.

5. Voting on appointing the Company’s auditor from among the candidates based on the Audit Committee’s recommendation; in order to audit the financial statements for the first, second, third quarters and annual of the fiscal year 2023, and 2024, and determine the fees.

6. Vote on the discharge of Board of Directors from liabilities for their management of the company during the financial year ended on 31 December 2022.

7. Vote to pay the amount of Five Million Sixteen Thousand Six Hundred and Two and Seventy-Four Halalahs Saudi Arabian Riyals (SAR 5,016,602.74) as remuneration of the Board of Directors members & the Committees for the fiscal year ended on 31 December 2022.

8. Vote on the Board of Directors’ Resolution to appoint Mrs. Sophia Bianchi as Non-Executive Board Member starting from the date of her appointment 19/12/2022 to complete the Board term until the end of the current term on 24/10/2023, succeeding the former member Dr. Samuel Walsh (Non-Executive Member) (CV attached).

9. Vote on the works and contracts conducted between Ma’aden and the Public Investment Fund (“PIF”) in which the following board members have an indirect interest given that they are PIF’s representatives on Ma’aden’s Board: H.E. Yasir Al-Rumayyan, H.E. Khalid Al-Mudaifer, Dr. Mohammed Al-Qahtani, Mr. Richard O’Brien, Dr. Ganesh Kishore, and Mrs. Sofia Bianchi. It is a joint venture agreement to establish a company to invest in mining assets internationally to secure strategic minerals. The new company’s initial paid-up capital will amount to SAR 187,500,000.

Ma’aden will finance its share of this investment, totaling SAR 95,625,000, from its own resources. Ma’aden and PIF agree that if additional funding is required as the business of the new company develops, Ma’aden and PIF shall fund the new company in an amount up to SAR 11,952,205,880. Hence, Ma’aden’s maximum contribution shall be SAR 6,095,625,000 unless otherwise agreed by the parties.

The term of such agreement shall be co-extensive with the term of the Company as identified under the constitutive documents unless such agreement is terminated earlier according to its clauses. Such Board Members abstained from voting on this clause. Noting that there are no preferential conditions or benefits.

Each shareholder who is registered in the Company’s Shareholders Register at the Securities Depository Center at the end of the trading session preceding the General Assembly meeting has the right to register electronic attendance and vote using the Tadawulaty system at the Assembly meeting, according to the rules and regulations.

The Ordinary General Assembly Meeting shall be valid if attended by shareholders representing at least 50% of the Company’s capital.