Aramco GA discusses BOD recommendation to increase capital to SAR 90 billion by granting 1 share for every 10 shares

Saudi Aramco’s Board of Directors is pleased to invite the Company’s shareholders to attend and vote at its 2023 Extraordinary General Assembly meeting (First Meeting) at [18:30] on Monday, May 8, 2023, corresponding to 18 Shawwal 1444H (based on the Umm Ul Qura calendar), to be held virtually via modern technology means provided through the Tadawulaty system.

Shareholders registered on Saudi Aramco’s shareholders register at the Securities Depository Center Company (Edaa), as of the end of the trading session on the day of the Extraordinary General Assembly meeting, are eligible to participate and vote electronically during the meeting in accordance with the relevant rules and regulations.

The Extraordinary General Assembly meeting shall be valid if one or more shareholders representing at least one half of the ordinary shares are in attendance, provided that the State is represented therein. If the required quorum is not satisfied, a second meeting shall be held one hour after the expiration of the designated period for convening the first meeting. The second meeting shall be valid if one or more shareholders representing at least one quarter of the ordinary shares are in attendance, provided that the State is represented therein.

Meeting Agenda

1.Reviewing and discussing Saudi Aramco’s Board of Directors Report for the financial year ended December 31, 2022.

2.Reviewing and discussing Saudi Aramco’s Financial Statements for the financial year ended December 31, 2022.

3.Discussing the Auditor’s Report for the financial year ended December 31, 2022.

4.Voting on the Board of Director’s recommendation to increase the Company’s capital by way of granting bonus shares through the capitalization of 15,000,000,000 Saudi Riyals from the Company’s retained earnings in the following manner:

•The increase in capital will be made by capitalizing an amount of 15,000,000,000 Saudi Riyals from the Company’s retained earnings. The shareholders will be given one (1) share for every ten (10) shares owned in Saudi Aramco.

•The share capital of the Company before the increase is seventy-five billion Saudi Riyals (SAR 75,000,000,000), and if the increase is approved, it will be ninety billion Saudi Riyals (SAR 90,000,000,000). The percentage increase of the share capital is: 20%.

•The number of shares before the increase is two hundred and twenty billion (220,000,000,000), and after the increase it will become two hundred and forty-two billion (242,000,000,000) shares.

•By increasing its capital, the Company aims to maximize total returns for its shareholders through the distribution of sustainable and progressive dividends, in line with future prospects, underlying growth in free cash flow, and long-term value creation through investments in available opportunities.

•In case there are any fractional shares as a result of the capital increase, the fraction shares will be grouped into a single portfolio on behalf of all of the Company’s shareholders who would otherwise have been entitled to receive such fractional shares, and sold at the market price and subsequently distribute the net cash proceeds to their respective fractional entitlements within 30 days from the date of determining the shares due to each shareholder.

•The shareholders registered in the Company’s shareholders register with the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the Extraordinary General Assembly meeting, will be eligible for the bonus shares.

•Amending Article (6) of the Saudi Aramco’s Bylaws relating to the capital (attached).

Shareholders who are registered in the Tadawulaty system may participate and vote electronically on the Extraordinary General Assembly meeting’s agenda through Tadawulaty’s website https://www.tadawulaty.com.sa.

Voting and registration in the Tadawulaty system are provided free of charge to all shareholders.

Electronic voting will start at 1:00 AM on Thursday, May 4, 2023 corresponding to 14 Shawwal 1444H (based on the Umm Ul Qura calendar), and will continue until the general assembly meeting is concluded.

Registration to attend the Extraordinary General Assembly meeting will close at the meeting start time. Eligibility to vote on the agenda ends once the counting of votes has been concluded. The shareholders have the right to discuss the topics on the agenda and ask questions.