SPIMACO ADDWAIEH agrees to authorize BOD to distribute interim dividend for 2023

The Board of Directors of the Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) announced on Thursday the results of the Ordinary General Assembly meeting (First meeting), which was held via means of modern technology at 18:45 evening on Wednesday 21/06/2023, and that after completing the legal quorum for the validity of the general assembly meeting, according to the Company’s Articles of Association.

Voting Results on the Items of the General Assembly’s Meeting Agenda’s

1. The Board of Directors report for the fiscal year ending on 31-12-2022 has been viewed and discussed.

2. The financial statements for the fiscal year ending on 31-12-2022 has been viewed and discussed.

3. Approve on the Auditor’s Report for the fiscal year ended on 31-12-2022G.

4. Approve on releasing the Board of Directors members from liability for the fiscal year ended on 31-12-2022G.

5. Approve on the Board of Directors’ recommendation not to distribute cash dividends for the fiscal year ending on 12-31-2022.

6. Approve on delegating the Board of Directors to distribute interim dividends on a biannual or quarterly basis for the fiscal year 2023.

7. Approve on paying an amount of SAR (4,847,589) as remuneration to the members of the Board of Directors and Committees for the fiscal year ending on December 31, 2022G.

8. Approve on appointing the auditor Baker Tilly MKM & Co. as auditor of the company from the selected candidates based on the Audit Committee’s recommendation. The appointed auditor shall examine, review and audit the (second, third and fourth) quarter and annual financial statements, of the fiscal year 2023 AD, and the (first, second, third and fourth) quarter and annual financial statements, of the fiscal year 2024 AD, and the first quarter, of the fiscal year 2025 AD, and the and the determination of the auditor’s remuneration.

9. Approve on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 27 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.

10. Approve on the business and contracts concluded between the Company and Arab Company for Drugs Industries and Medical Appliances (ACDIMA) during 2022, in which the board members Eng. Adel Kareem Ahmed and Dr. Mohammed Khalil Mohammed have an indirect interest, as Eng. Adel Kareem Ahmed is the chairman of ACDIMA, and Dr. Mohammed Khalil Mohammed is the Director General of ACDIMA. The business and contracts are represented in namely the Share Sale Purchase Agreement to acquire 25% of ACDIMA shareholding (50,000 shares) in CAD Middle East Pharmaceutical Company (an associate entity of SPIMACO Group) against consideration of SAR 10,534,356.

11. Approve on the business and contracts that have been concluded between the Company and Al Rajhi Bank during 2022, in which the board members Mr. Khalid Abdulrahman Al-Gwaiz has an indirect interest, as Mr. Khalid Abdulrahman Al-Gwaiz is board member in Al Rajhi Bank. The business and contracts are represented namely in providing short-term financing facilities and promissory notes amounting to SAR 250 million each for a period of one year without preferential terms. In addition, there were certain regular transactions through the current account.