Advanced Petrochemical Co. — Proxy Solicitation & Information Statement 2021

Mar 7, 2021

ADVANCED PETROCHEMICAL COMPANY INVITES ITS SHAREHOLDERS TO ATTEND THE 9TH EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING) VIA MODERN TECHNOLOGY MEANS

2330 · 07/03/2021 15:33:47 · Announcement #62144 · View on Saudi Exchange

ADVANCED PETROCHEMICAL COMPANY INVITES ITS SHAREHOLDERS TO ATTEND THE 9TH EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING) VIA MODERN TECHNOLOGY MEANS

Element List	Explanation
Introduction	The Board of Directors of Advanced Petrochemical Company (Advanced) is pleased to invite its shareholders to participate and vote in the 9th Extraordinary General Assembly Meeting (Frist Meeting) via modern technology means, which is in order to ensure the safety of the shareholders and in support of the preventive efforts exerted by the relevant health authorities to address the novel Coronavirus (COVID-19), and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia in taking the necessary preventive measures to curb its spread.
City and Location of the General Assembly's Meeting	Dammam city at Advanced Head Office (Gulf Road Dammam Corniche - SAMEC Building fifth floor) using modern technology (remotely) on my Tadawulaty platform.
URL for the Meeting Location	www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-03-30 Corresponding to 1442-08-17
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	Shareholders registered in the Company’s shareholders registry in the Depository Center at the end of the trading session preceding the General Assembly’s meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting	The quorum to convene the Extraordinary General Meeting is the attendance of shareholders representing at least fifty (50%) percentage of the Company capital. If such quorum is not present at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting and the second meeting will be considered as duly convened if attended by shareholders representing at least twenty five (25%) percent of the capital.
General Assembly Meeting Agenda	1. To vote on the Board of Directors Report for the year ended 31-12-2020.

2. To vote on the Company consolidated financial statements for the year ended 31-12-2020.

3. To vote on the external auditor report for the year ended 31-12-2020.

4. To vote on appointing an auditor for the company among those nominees based on the recommendation of the Audit committee to review and audit the first, second, third, annual financial statements of fiscal year 2021 and first quarter of 2022, and determine their remuneration.

5. To vote on the recommendation of the Board of Directors of distribution of cash dividend to shareholders for the fourth quarter of 2020 by Saudi Riyals 140.7 million representing 6.5% of the share capital and the dividend per share will be (SAR 0.65). The eligibility for the dividend shall be for the shareholders owning shares at the end of trading day on the day of 9th Extraordinary General Assembly Meeting and registered in the register of the Securities Depository Center at the end of the 2nd trading day following the eligibility date, the distribution date will be announced later.

6. To vote on authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2021.

7. To vote on Discharge of the members of the Board of Directors for the year ended 31-12-2020.

8. To vote on delegating the board of directors the vested powers of the general assembly meeting as per article (71) of the Companies Law for one year from the date of the approval by the general assembly meeting or the end of the delegated Board of Directors' term, which comes first. Such delegation shall be in accordance with the requirements stipulated in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.

9. To vote on the recommendation of the Board of Directors to discontinue setting aside (10%) of the net profits to the statutory reserve, as it has reached (30%) percent of the Company’s capital.

10. To vote on the recommendation of the Board of Directors to set aside (10%) of the net profits to the consensual reserve if item number (9) is approved.

11. To vote on the amendment of article (2) of the Company's By-Laws concerning the Company Name. (attached)

12. To vote on the amendment of article (3) of the Company's By-Laws concerning the Company Purposes. (attached)

13. To vote on the amendment of article (4) of the Company's By-Laws concerning the Participation in and Ownership of Companies. (attached)

14. To vote on the amendment of article (22) of the Company's By-Laws concerning the Board Meetings. (attached)

15. To vote on the amendment of article (30) of the Company's By-Laws concerning the Invitation for the General Assemblies. (attached)

16. To vote on the amendment of article (42) of the Company's By-Laws concerning the Appointing an Auditor. (attached)

17. To vote on the Social Responsibility Policy. (attached) Proxy Form E-Vote Shareholders can remotely vote on the agenda items through (E-Voting System) starting from 10:00 a.m. Friday March 26, 2021 corresponding to 13-08-1442H until the end of the Assembly meeting time. Accordingly, all shareholders are invited to use electronic voting by visiting Tadawulaty web page www.tadawulaty.com.sa which provides registration and voting services free of charge to all shareholders. Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. Method of Communication For any inquiry and clarification, please contact the Shareholders Relations on Tel: 0133566061, Fax: 0133566069 or Email: faisal.jalhami@advancedpetrochem.com Attached Documents        

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