Almarai's Extraordinary General Assembly: Uniting for Progress

Almarai Company held its Extraordinary General Assembly on Tuesday evening, 11 Ramadan 1443 AH, corresponding to April 12, 2022 AD, at its headquarters in Riyadh and through modern technology means, and in the presence of the Chairman of the Board of Directors, Prince/ Nayef bin Sultan bin Muhammad bin Saud Al Kabeer, and the CEO, Mr. Abdullah Al Badr.

The company said that after the completion of the quorum for the meeting’s share of the assembly, with an attendance rate of 82.131%, the shareholders agreed on cash distributions for shareholders, contracts with related parties, the payment of bonuses to members of the board of directors and the purchase of 10 million shares within the employee stock program.

Almarai said that the company’s general assembly approved the report of the board of directors and the financial statements for the year 2021 with the auditor’s report on them, in addition to each of the following:

Approval of the Board of Directors’ recommendation to distribute cash dividends for the fiscal year ending on December 31, 2021 AD, at 1.00 riyals per share, with a total amount of 1,000 million riyals (equivalent to 10.0% of the capital, based on 1,000 million shares), with the eligibility being Shareholders who own shares on the day of the assembly meeting and who are registered in the company’s shareholders register at a depository center at the end of the second trading day following the due date. The dividend distribution date will be announced later.

Approval of releasing the members of the Board of Directors from liability for the fiscal year ending on December 31, 2021 AD.

Approval of the payment of the remuneration to the members of the Board of Directors for 1,800,000 riyals at the rate of 200,000 riyals for each member for the fiscal year ending on December 31, 2021 AD.

Approval of the business and contracts that took place between the company and the National Bank of Saudi Arabia in the year 2021 AD, in which a member of the Board of Directors, Mr. Ammar bin Abdul Wahed bin Faleh Al-Khudairi (independent member) has an indirect interest, bearing in mind that the nature of the transaction is a financial services contract amounting to 15 million riyals. In general commercial terms.

Approval of the business and contracts that took place between the company and the Arab Shield Cooperative Insurance Company in the year 2021 AD, in which the Chairman of the Board of Directors, His Highness Prince Nayef bin Sultan bin Muhammad bin Saud Al Kabeer (non-executive member) has an indirect interest, bearing in mind that the nature of the transaction is a service contract insurance. An amount of 162 million riyals, according to the general commercial terms.

Approval of the business and contracts that took place between the company and the Saudi British Bank in the year 2021 AD, in which the member of the Board of Directors, Mr. Saad bin Abdul Mohsen Al-Fadhli (independent member), has an indirect interest, bearing in mind that the nature of the transaction is a banking services contract amounting to 27 million riyals and that on general commercial terms.

Approval of the business and contracts that took place between the company and the Saudi Telecom Company in the year 2021 AD, in which the member of the Board of Directors, Mr. Sultan bin Abdul Malik Al Al-Sheikh (non-executive member), has an indirect interest, noting that the nature of the transaction is a telecom services contract amounting to 25 million riyals, on the general commercial terms.

Approval of the business and contracts that took place between the company and Panda Retail Company in the year 2021 AD, in which the Savola Group has a direct interest, as it is one of the major shareholders in the company and has representatives on the company’s board of directors, namely Mr. Sulaiman bin Abdul Qadir Al Muhaidib (non-executive member) and Mr. Walid bin Khalid Patani (Non-Executive Member) and Mr. Badr Bin Abdullah Al-Essa (Executive Member) have an indirect interest in it, knowing that the nature of the transaction is a product sales contract amounting to 731 million riyals, according to the prevailing commercial terms.

Approval of the business and contracts that took place between the company and the United Sugar Company in the year 2021 AD, in which the Savola Group has a direct interest, as it is one of the significant shareholders in the company and has representatives on the company’s board of directors: Mr. Sulaiman bin Abdul Qadir Al Muhaidib (non-executive member) and Mr. Walid bin Khalid Patani (Non-Executive Member) and Mr. Badr Bin Abdullah Al-Essa (Executive Member) have an indirect interest in him, knowing that the nature of the transaction is a sugar purchase contract for an amount of 58 million riyals, according to the prevailing commercial terms

Approval of the participation of a member of the Board of Directors, Mr. Walid bin Khaled Fatani, in a work that competes with the company’s business, as he is a member of the Board of Directors of the Al Kabeer Group, which engages in a competing activity with the company represented in poultry.

Approval of the company’s purchase of up to 10 million shares of its own shares and their allocation to the company’s employees within the employee stock program, provided that the purchase is financed from the company’s own resources, and authorizing the board of directors to complete the purchase process in one or several stages within a maximum period of twelve months from The date of the extraordinary general assembly’s decision, as well as authorizing the board of directors to determine the terms of this program, including the allotment price for each share offered to employees if it is for a fee. The company will keep the purchased shares for a period not exceeding 10 years from the date of approval of the extraordinary general assembly as a maximum until they are allocated to the eligible employees, and after the expiry of this period, the company will follow the procedures and controls stipulated in the relevant laws and regulations.

Approval of delegate to the Board of Directors the authority of the General Assembly with the authorization contained in Paragraph (1) of Article 71 of the Companies Law, for one year from the date of approval by the General Assembly or until the end of the Board of Directors’ session, whichever is earlier, following the conditions contained in the regulatory controls and procedures issued in implementation The Companies Law of Listed Shareholding Companies.