First Milling Co. — Proxy Solicitation & Information Statement 2023

Dec 18, 2023

First Milling Co. announces to Invites its Shareholders to Attend the (First Meeting) Extraordinary General Assembly Meeting

2283 · 18/12/2023 16:14:00 · Announcement #77400 · View on Saudi Exchange

First Milling Co. announces to Invites its Shareholders to Attend the (First Meeting) Extraordinary General Assembly Meeting

Element List	Explanation
Introduction	The Board of Directors of (First Milling Company) is pleased to invite the shareholders to participate and vote in the (Extraordinary) General Assembly meeting (the first meeting), which is scheduled to be held at 6:30 PM on Wednesday 28/06/1445H corresponding to 10/01/2024G, by means of modern technology.
City and Location of the General Assembly's Meeting	Jeddah- Al-Baghdadiyah District- Madina Road (Remotely via modern technology)
URL for the Meeting Location	Click Here
Date of the General Assembly's Meeting	2024-01-10 Corresponding to 1445-06-28
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	Shareholders who are registered in the Company’s shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to discuss the Extraordinary General Meeting’s agenda and ask questions.
Quorum for Convening the General Assembly's Meeting	The Extraordinary General Meeting shall be valid only if attended by shareholders or their representatives representing at least (50%) of the Share Capital with voting rights.

In case of non-completion of the quorum at this meeting, the Extraordinary General Meeting shall convene at the invitation for a second meeting to be held one hour after the expiration time of the first meeting. The second meeting shall be valid only if attended by shareholders representing at least one quarter of the Capital. General Assembly Meeting Agenda 1- Voting on the amendment of the Company’s Bylaws in accordance with the new Companies Law, and rearranging and numbering the articles of the bylaws in alignment with the proposed amendments. (attached).

2- Voting on the amendment of the Corporate Governance Manual. (attached).

3- Voting on the employee share scheme and authorizing the Board to decide on the conditions of the scheme, including the allocation price for each share offered to employees if the shares are offered in exchange for consideration.

4- Voting on the Company's purchase of a number of shares which shall not exceed 300,000 shares for the purpose of allocating such shares to employees as part of the employee share scheme which shall be financed through the funds present in the Company, and on authorizing the Board to complete the purchase within a period not exceeding twelve months from the date of the extraordinary general assembly's resolution. The Company shall keep hold of the purchased shares until the shares are allocated to the eligible employees, and for a maximum period of 10 years from the date of the extraordinary general assembly's approval. Once the said period lapses, the Company shall follow the rules and procedures provided in the relevant laws and regulations (Solvency report attached) (upon approval of item No. 3).

5- Voting on the authorization of the Board of Directors to distribute interim dividends on a semi-basis for the financial year 2024G.

6- Voting on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

7- Voting on the amendment of Article (3) of the Company’s bylaws relating to (Company Purposes). (Attached).

8- Voting on the amendment of Article (14) of the Company’s bylaws relating to (Company's Purchase of its Shares). (Attached).

9- Voting on the amendment of Article (41) of the Company’s bylaws relating to (Formation of Reserves). (Attached). Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) Shareholders registered in Tadawulaty services have the right to vote electronically on the items of the assembly, starting at 1:00 am (morning) on Saturday 06/01/2024G, until the time of the assembly. Registration and voting in Tadawulaty services will be available and free for all shareholders using the following link: www.tadawulaty.com.sa 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 We would like to inform all of our shareholders that there will be a live broadcast of the meeting through the link available on Tadawulaty.

If you have any inquiries, please directly contact our Investor Relations Department via a call on: 920010375 or via an email at: IR@firstmills.com Additional Information N/A 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.