Publisher: Maaal International Media Company
License: 465734
The Board of Directors of Alkhorayef Water and Power Technologies Company disclosed the outcomes of the extraordinary general assembly meeting held on Sunday, marking the initiation of the capital increase. As per the company’s statement on Tadawul, the assembly concluded with unanimous approval to augment the company’s capital to SAR 350 million.
Voting Results:
1. Reviewed the Board of Directors’ report for the financial year ending on December 31, 2023, after discussing it.
2. Approved the company’s auditor’s report for the financial year ending on December 31, 2023, after discussing it.
3. Reviewed the financial statements for the fiscal year ending on December 31, 2023, after discussing it.
4. Approved the Board of Directors’ recommendation to increase the company’s capital through the distribution of bonus shares to shareholders by capitalizing 100,000,000 Saudi riyals from retained earnings, according to the following:
a. The company’s capital before the increase is two hundred and fifty million (250,000,000) Saudi riyals, divided into twenty-five million (25,000,000) shares.
b. The company’s capital after the increase is three hundred and fifty million (350,000,000) Saudi riyals, divided into thirty-five million (35,000,000) shares.
c. The total amount of the increase: (100) one hundred million Saudi riyals.
d. Percentage of capital increase: 40%.
e. Reason for the increase: Through the capital increase, the company aims to strengthen the company’s financial position in a way that contributes to achieving the company’s strategic objectives.
f. Capital increase method: The capital will be increased by capitalizing an amount of (100) million riyals from the retained earnings account, by granting one (1) share in exchange for (2.5) shares owned.
g. The eligibility for the bonus shares will be for the company’s shareholders who own the shares at the end of the trading day of the company’s extraordinary general assembly and who are registered in the register of shareholders of Al Khareef Water and Power Technology Company with the Securities Depository Center Company (Edaa) at the end of the second trading day following Date of the extraordinary general assembly.
h. Treatment of fractions: In the event that there are fractional shares granted as a result of a capital increase, the fractions will be collected in one portfolio for all the company’s shareholders entitled to the fractional shares and sold at the market price, then their value will be distributed to the shareholders entitled to the fractional shares, each according to his share, within a period not exceeding 30 days. From the date of determining the shares owed to each shareholder.
i. Amending Article Seven (7) of the company’s bylaws related to (the company’s capital).
j. Amending Article Eight (8) of the company’s bylaws related to (subscription to shares).
5. Approved amending Article (4) of the company’s bylaws related to (participation and ownership in companies).
6. Approved amending Article (11) of the company’s bylaws related to (issuing shares).
7. Approved amending Article (18) of the company’s bylaws related to (company management).
8. Approved amend Article (21) of the company’s bylaws related to (Board powers).
9. Approved amending Article (23) of the company’s bylaws related to (the powers of the president, deputy, managing director, and secretary).
10. Approved amending Article (42) of the company’s bylaws related to (committee formation).
11. Approved amending Article (50) of the company’s bylaws related to (dividend distribution).
12. Approved amending the company’s bylaws in accordance with the new companies’ bylaws and rearranging the articles of the company’s bylaws and numbering them to be consistent with the proposed amendments.
13. Approved amending the internal governance regulations.
14. Approved amending the Audit Committee bylaws.
15. Approved amending the conflict of interest and business ethics policy.
16. Approved amending the disclosure policy.
17. Approved amending the dividend distribution policy.
18. Approved amending the nominations policy.
19. Approved amending the work regulations of the Nominations and Remuneration Committee.
20. Approved amending the remuneration policy.
21. Approved the appointment of KPMG Professional Services the company’s auditor among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the financial statements for the (second and third) and annual quarters of the fiscal year 2024, and the first quarter of the fiscal year 2025, and determine its fees with the amount of SAR 1,044,000 Saudi Riyals excluding VAT.
22. Approved discharging the members of the Board of Directors from their liabilities for the year ending December 31, 2023
23. Approved disbursing an amount of (962,000) Saudi Riyals as a reward to members of the Board of Directors for the financial year ending on December 31, 2023.
24. Approved delegating the authority of the Ordinary General Assembly to the Board of Directors, with the authorization contained in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the session of the delegated Board of Directors, whichever comes first, in accordance with the conditions stated in the Implementing Regulations, Companies Law for listed joint stock companies.
25. Approved authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2024.