Aldrees Petroleum and Transport Services Co. — Proxy Solicitation & Information Statement 2017

Mar 7, 2017

Aldrees Petroleum and Transport Services Co. invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital(first meeting)(Reminder)

4200 · 07/03/2017 09:03:58 · Announcement #45839 · View on Saudi Exchange

Aldrees Petroleum and Transport Services Co. invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital(first meeting)(Reminder)

The Board of Directors of Aldrees Petroleum and Transport Services Company (ALDREES) invites the company shareholders to attend the Extraordinary General Assembly No 7 which will be held on Sunday 12/03/2017 (13/06/1438H) at 18:30 PM at the head office of the company in Khurais Road, Riyadh, with the following agenda: -

1-Voting on the amendment of the Articles of Association of the company in accordance with the companies rules (as per the attached)

2-Voting on the formation of the Audit Committee and its tasks and controls their work and rewards its members to complete the current session, which ends on 21 Dec 2017 , Members namely: Mr. Eid Faleh Al-Shamri (Committee Head), Mr. Adel Faris Al Othaibi (Member), Mr. Khalid Mohamed Alsolai (Member) Mr. Saad Hamad Aldrees (Member).

3-Voting on the recommendation of the Board of Directors to increase the company capital through bonus shares as following:

- Company capital before increase is SAR 400 Millions, company capital after increase SAR 500 Millions, with an increase by 25%.

-The number of shares before increasing 40 Millions shares, the number of shares after increasing 50 Millions shares.

- Offering 1 bonus shares for every 4 shares owned.

- The increasing will be doing through capitalization SAR 100 Millions from account retained earnings

- The company aimed from capital increasing to commensurate with the size of the company's business and future expansions.

- The bonus shares is limited to the shareholders who are registered in the shareholder's register in the Securities Depository Center Company (The Center) at the close of trading on the extraordinary general assembly day.

- In cause have bonus shares fractions; the company will collect it in one portfolio then selling it at market price during 30 days from finishing allocating the new shares.

4-Voting on the amendment of Article (7) of the Articles of Association of the company in accordance with the capital increase

5-Voting of the External Auditor report for the financial year ended 31 December 2016

6-Voting on the balance sheet and profit and loss statements for the financial year ended 31 December 2016.

7-Voting on the Board of Directors Report for the financial year ended 31 December 2016 .

8-Voting on the recommendation of the Board of Directors on the distribution of dividends of SAR 1 per share, equivalent to 10% of the capital of the company number of shares eligible for dividends : 40 Millions shares total amount of distribution of dividend SAR 40 Millions. The cash dividends shall be paid to eligible shareholders registered in the Securities Depository Center Company (The Center) at the closing of trading on the day of the General Assembly (before the capital increase).

9-Voting on the distribution of bonus to the BOD members of SAR200,000 for each member for a total of SAR1.4 Million for the financial year ended 31 December 2016 .

10-Voting on the Clearance of the Chairman and members of the Board of Directors with respect to the management of the company for the year ended 31 December 2016 .

11-Voting on the selection of external auditor from among the candidates nominated by the Audit Committee to review and audit the quarterly and annual financial statements of the company for the fiscal year 2017, and the corresponding audit fees.

12-Voting on the contracts and business that took place between the company and the companies owned by some of the members of the Board of Directors as related parties and authorizing such transactions and contracts until the end of the fiscal year which ends on 31 December 2017, note that it does not have any preferential terms in the contracts and these transactions include the following:-

-Aldrees Industrial and Trading Company (ALITCO) where some members of the Board of Directors are co. owners and also members of its board of directors namely: Abdulmohsen Mohammed Aldrees, Hussein Abdul Rahman AlAthel, Eid Faleh AlShamri for the transaction of purchasing fuel pumps made by Dresser Wayne (USA/Brazil) at competitive prices amounting to 6.4 Million riyals during the fiscal year 2016.

-There are three (3) stations leased from related parties at the best competitive rates for a total rent of 2Million riyals that yield high returns for the company, as follows:

-Al Manakh station with annual rent of 1 Million riyals. Contract term is 11 years, remaining (2) years and owned by Mr. Hamad Mohammed Aldrees Chairman of the Board of Directors

-Al Nour Alzahran stations in the Eastern Province, total combined annual rent of SAR600,000, contract term of 10 years, remaining (9) years.

-Al Nour Alhadithah station in the Eastern Province, total combined annual rent of SAR400,000 contract term of 9 years, remaining (8) years.

These stations are equally owned by Seven Orbit Trading Co. and Aldrees Industrial and Trading Company (ALITCO), where some members of the Board of Directors are co-owners and member of its board of directors, namely: Hamad Mohammed Aldrees, Abdulmohsen Mohammed Aldrees, Hussein Abdul Rahman AlAthel, Eid Faleh AlShamri.

-Rent of Jizan Property owned by a member of the Board of Directors, Engineer Abdulmohsen Mohammed Aldrees for an annual rent of 200 thousand riyals that is being used for the workshop, office and accommodation of transport sector.

The quorum necessary for the meeting to be in session should be attended by the shareholders representing 50% of the company capital. Each shareholder have the right to attend the general assembly meeting.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.