Almarai Co. — Proxy Solicitation & Information Statement 2013

Feb 19, 2013

Almarai invites its shareholders to the Extraordinary General Assembly Meeting (Continue)

2280 · 19/02/2013 09:33:35 · Announcement #28997 · View on Saudi Exchange

Almarai invites its shareholders to the Extraordinary General Assembly Meeting (Continue)

13- Approve the recommendation of the Board of Director to add the following tasks for the working method of the Audit and Risk Committee on the basis of Article (14) listed on Corporate Governance issued by CMA Board:

a.To supervise the activities of the external auditors and approve any activity beyond the scope of the audit work assigned to them during the performance of their duties.

b.To review the external auditors comments on the financial statements and follow up the actions taken about them.

c.To review the accounting policies in force and advise the Board of Directors of any recommendation regarding them.

14- Approve the recommendation of the Board of Directors to add the following tasks for the working method of the Nomination and Remuneration Committee on the basis of Article (15) listed on Corporate Governance issued by CMA Board:

a.Review the structure of the Board of Directors and recommend changes.

b.Determine the points of strength and weakness in the Board of Directors and recommend remedies that are compatible with the companys interest.

c.Draw clear policies regarding the indemnities and remunerations of the Board Members and top executives; in laying down such policies, the standards related to performance shall be followed.

15- Approve the recommendation of the Board of Directors to set specific and explicit policies, standards and procedures, for the membership of the Board of Directors on the basis of Article (10/d) listed on Corporate Governance issued by CMA Board.

16- To approve the addition to item 12 of article 3 of the Company by law related to the objective of the Company by adding the active of Private Civil Security Guard.

Each shareholder owning twenty shares or more shall have the right to attend the Extraordinary General Assembly Meeting, whether in person or by proxy, subject to presentation of corroborating evidence or a written power of attorney endorsed by the Chamber of Commerce authorizing another shareholder, other than a member of the Board of Directors or employee of the Company, to attend on their behalf. The Extraordinary General Assembly Meeting will be quorum with 51% of the capital of the Company. Shareholders are requested to arrive 30 minutes prior to the commencement of the meeting in order to complete the necessary registration procedures.

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.