National Agricultural Development Co. — Proxy Solicitation & Information Statement 2020

Apr 14, 2020

National Agricultural Development Co. NADEC Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase (First Meeting)

6010 · 14/04/2020 15:48:51 · Announcement #58489 · View on Saudi Exchange

National Agricultural Development Co. NADEC Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase (First Meeting)

Element List

Explanation

Introduction

The Board of Directors of NADEC Company are pleased to invite the shareholders to the Extraordinary General Assembly Meeting, which will be held on 05th May, 2020 at 09:30 p.m.through modern technology means using Tadawulaty System, based on the circular of the Capital Market Authority Board to limit the holding of listed joint stock companies associations via the means of modern technology remotely and suspend its physical meetings in presence until further notice.

This is in order to ensure the safety of dealers in the financial market and within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the new Corona virus (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 prevent its spread. City and Location of the Extraordinary General Assembly's Meeting Head Office, Imam Abdullah bin Faisal bin Turki Street in Riyadh. URL for the Meeting Location https://goo.gl/maps/ybpmARJCuYKS9WVUA Date of the Extraordinary General Assembly's Meeting 2020-05-05 Corresponding to 1441-09-12 Time of the Extraordinary General Assembly's Meeting 21:30 Attendance Eligibility Each shareholder who is registered in the Company's shareholders Book with Edaa at the end of the trading session prior to the Assembly meeting shall be entitled to attend the Assembly and according to the rules and regulations. Quorum for Convening the General Assembly's Meeting In order for this Assembly to be valid, a number of shareholders representing at least 50% of the capital must be present, according to the provision of Article (39) of the Company's Bylaw. In the event that this quorum is not available in the first meeting, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by a number of shareholders representing at least 25% of the capital. Meeting Agenda 1-To vote on the company's auditor's report for the fiscal year ending on December 31, 2019.

2- To vote on the company's consolidated financial statements for the fiscal year ending on December 31, 2019.

3- To vote on the report of the Board of Directors for the fiscal year ending on December 31, 2019.

4- To release Board of Directors members from liability for the fiscal year ending December 31, 2019.

5- To vote on the remuneration of the Board of Directors ’remuneration for the fiscal year ending on December 31, 2019, at an amount of 1,560,000 riyals, of 250,000 riyals for six members and 60,000 riyals for one member.

6- To vote on the report of the audit committee for the fiscal year ending on December 31, 2019.

7-To vote to appoint the Company auditor from among the candidates based on the recommendation of the audit committee, to examine, review and audit the financial statements for the second, third quarter and the annual of the fiscal year 2020 AD and the first quarter of the fiscal year 2021 AD and determine its fees.

8- To vote on the Board of Directors recommendation to increase the company's capital by 20%, as following:

-The increase will be by capitalizing an amount of SAR 169,400,000, which is from the retained earnings account.

-The company's capital will increase from SAR 847,000,000 to SAR 1,016,400,000.

-The number of shares will increase from 84,700,000 shares to 101,640,000 shares.

-16,940,000 shares will be distributed as bonus shares to shareholders by one share for every 5 shares held.

-The objective of share capital increase is to adjust the Company share capital to its assets level and support its future investments.

-The eligibility date will be for the shareholders who own the shares at the end of the meeting day held in the company’s shareholders ’register at the depository center Securities (depository center) at the end of the second trading day following the day the extraordinary general assembly of a company.

-Amending Article 7 of the company's articles of association regarding company capital. (Attachment)

9-To vote on the recommendation of the Board of Directors to appoint Abdullatif Abdullah Al-Rajhi as a non-executive member of the Board of Directors starting from the date of his appointment on November 07, 2019 to complete the session of the Council until the date of the end of the current session on 04/10/2021, succeeding the previous member Khalid bin Nasser Al Muammar as a non-executive member. (CV attached)

10- To vote on "competitive business standards", according to which the board of directors verifies the competition of a member of the board of directors for the company's business or its competitor in one of the branches of its activity, according to the requirements of paragraph (3) of Article (46) of the Corporate Governance Regulations (attached).

11- To vote on authorizing the Board of Directors with the authority of the Ordinary General Assembly with the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the delegated Board of Directors session, whichever is earlier, according to the conditions mentioned in the controls and procedures Regulatory issued in implementation of the corporate system for listed joint stock companies.

12- To vote to amend the charter of the audit committee. (Attachment)

13-To vote on amending Article 22 of the company's articles of association regarding company management. (Attachment)

14- To vote on the amendment of Article 23 of the company's articles of association regarding the end of the membership of the Council. (Attachment)

15- To vote on amending Article 24 of the company's articles of association regarding the vacant position in the council. (Attachment)

16- To vote on amending Article 25 of the company's articles of association regarding the powers of the Board of Directors. (Attachment)

17- To vote on the amendment of Article 36 of the company's articles of association for inviting associations. (Attachment).

18- To vote on amending Article 47 of the company's articles of association regarding the committee's reports. (Attachment)

19- To vote on amending Article 48 of the company's articles of association regarding appointing an auditor. (Attachment).

20- To Vote on amending Article 51 of the company's articles of association regarding financial documents. (Attachment).

21- To vote on the works and contracts concluded between the company and the Sera Holding Group Company (formerly Al Tayyar Travel Group Company) according to the terms of the contract, which Mazen bin Ahmed Al-Jubeir (non-executive member) has an indirect interest in, the Chairman of the Board of Directors Mazen bin Ahmed Al-Jubeir is a member of the board of directors of the Sera Holding Group, and these businesses are represented in providing travel services to (Nadec), knowing that the value of the deal during 2019 is 7.330.295 riyals and the duration of the deal is annual. (See the attached)

22- To vote on the works and contracts that will be concluded between the company and the company Seqaf Integrated Solutions Limited according to the contractual terms known to which the vice-chairman of the board engineer / Ibrahim bin Mohammed Abu Aba indirect interest in it, the vice chairman of the board engineer / Ibrahim bin Muhammad Abo Abat is a member of the board of directors of the company Seqaf Integrated Solutions Limited, and this business is the sale of fertilizers and fuel to the company (Nadec), knowing that the value of the deal during the year 2019 (none) and the duration of the transaction annually. (See the attachment)

To View the Full Agenda, Please Refer to the Attached Agenda Proxy Form E-Vote The shareholders who are registered in the Tadawulaty electronic trading services can remotely vote on the items of the Extraordinary General Assembly Meeting, through (electronic voting) service at (https://www.tadawulaty.com.sa) free of charge (voting and registration) noting that the remote voting will start at 10:00 AM on 01st May 2020, and continue until 10:00 PM on the day of the Meeting, on 05th May 2020. 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 inquire please contact Investor Relations at

P: +966 11 2027777 EXT: 17830,17540

F: +966 11 2027888

Email:

Shareholdrs.Relations@NADEC.com.sa

P.O.Box 2557 Riyadh 11461 Attached Documents     

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