AI assistant
Almarai Co. Proxy Solicitation & Information Statement 2016
53318_rns_2016-02-25_81c81be5-2ab3-4db9-a306-3dff0cdd1ed1.html
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Almarai Company invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.
2280 · 25/02/2016 20:40:56 · Announcement #41438 · View on Saudi Exchange
Almarai Company invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.
The Board of Directors of Almarai Company, a Saudi Joint Stock Company, is pleased to invite its shareholders to the Extraordinary General Assembly Meeting, to be held in Riyadh at the Holiday Inn Al Izdehar Hotel - Hall 3 on 03 April 2016 at 7:00 p.m., with the following agenda:
1- To vote on the Board Report for the fiscal year ending 31/12/2015.
2- To vote on the Auditors report for the fiscal year ending 31/12/2015.
3- To vote on the consolidated Financial Statements for the fiscal year ending 31/12/2015.
4- To vote on the recommendation of the Board of Directors to pay a dividend, for the fiscal year ending 31/12/2015, of SR 1.15 per share totaling SR 690 million (This proposed cash dividend represents 11.5% of the capital share, based on 600 million shares), for shareholders registered at the date of the Extraordinary General Assembly Meeting on 3 April 2015 (The date of the cash dividend payment will be confirmed at the Extraordinary General Assembly).
5- To vote on the recommendation of the Board of Directors to appoint the Auditors and to determine their fees for the fiscal year 2016 and the first quarter of the fiscal year 2017 based on the recommendation of the Audit and Risk Committee to the Board of Directors.
6- To release Board of Directors members from liability for the fiscal year ending 31/12/2015.
7- To vote on the directors remuneration amounting in total to SAR 1,800,000, and for which SAR 200,000 will be distributed to each director for the financial year ended 31/12/2015.
8- To elect the members of the Board of Directors of Almarai Company for the period starting on 7th August 2016 and until 6th August 2019 (for a period of three years) by a cumulative voting system according to the Article 16 of the Company's By-law.
9- To vote on all the business activities and contracts that create direct or indirect interest between Almarai Company and HH Prince Sultan bin Mohammed bin Saud Al Kabeer Chairman of the Board of Directors and to renew them for another year, (As attached )
10- To vote on all the business activities and contracts between Almarai Company and Yamama Cement Company, (As attached).
11- To vote on all the business activities and contracts between Almarai Company and Arabian Shield Insurance Co., (As attached).
12- To vote on all the business activities and contracts between Almarai Company and Mobile Telecommunication Company Saudi Arabia (Zain), (As attached).
13- To vote on the Lease Contract between Almarai Company and Mr. Abdulaziz bin Ibrahim Al Muhanna, (As attached).
14- To vote on all the business activities and contracts between Almarai Company and Al Jazirah Press, Printing and Publishing, (As attached).
15- To vote on all the business activities and contracts that have direct or indirect interest to Savola Group, (As attached).
16- To vote on all the business activities and contracts between Almarai Company and Saudi British Bank, (As attached).
17- To vote on all the business activities and contracts between Almarai Company and Banque Saudi Fransi, (As attached).
18- To vote on the Board Member Mr. Abdulrahman bin Abdulaziz Al Muhanna to participate in the work of a competitor of the company, of being a member of the board of the Arab Company for Agricultural Services (Arasco) that engage in similar activity of the company in the poultry segment.
19- To vote on the Board Member Dr. Ibrahim Hasan Al Madhun to participate in the work of a competitor of the company, of being a member of the board of the Herfy Food Services Co. that engage in similar activity of the company in the bakery segment.
20- To vote on the increase in the share capital, (As attached).
21- To amend Article (6) of the Companys By-law, (As attached).
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 an 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 reach its 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.
For any inquire please contact Investor Relations at:
P: 00966 11 4700005 (7233, 6280)
F: 00966 11 4701555
P.O.Box 8524 Riyadh 11492
Attached Documents
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.