National Agricultural Development Co. — Proxy Solicitation & Information Statement 2023

Oct 15, 2023

The National Agricultural Development Company (NADEC) announces inviting its valued shareholders to attend the Extraordinary General Assembly meeting that includes the capital increase (the first meeting) via modern technology

6010 · 15/10/2023 16:13:25 · Announcement #76276 · View on Saudi Exchange

The National Agricultural Development Company (NADEC) announces inviting its valued shareholders to attend the Extraordinary General Assembly meeting that includes the capital increase (the first meeting) via modern technology

Element List	Explanation
Introduction	The Board of Directors of The National Agricultural Development Company (NADEC) (the “Company”) is pleased to invite the Company’s shareholders to attend the Extraordinary General Meeting that includes increasing the company’s capital (First Meeting) on Sunday at 6:30 PM, on 21/04/1445 AH, corresponding to 05/11/2023 AD, through modern technology means.
City and Location of the Extraordinary General Assembly's Meeting	Through modern technology means from the Company's office in Riyadh (using the Tadawulaty Platform).
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2023-11-05 Corresponding to 1445-04-21
Time of the Extraordinary General Assembly's Meeting	18:30
Attendance Eligibility	Shareholders who are registered in the issuer's shareholders record at the Securities Depository Centre (Edaa) by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations.
Quorum for Convening the General Assembly's Meeting	The Extraordinary General Assembly Meeting shall be valid if it is attended by shareholders representing at least half of the capital. If there is no quorum necessary to hold the first meeting, the second meeting shall be held one hour after the expiry of the period specified for the first meeting. The second meeting shall be valid if attended by shareholders representing at least one-quarter of the capital.
Meeting Agenda	1- . Vote on the Board of Directors’ recommendation to increase the company’s capital by offering priority rights shares worth (2,000,000,000) Saudi riyals according to the following:

- The total amount of the increase is (2,000,000,000) Saudi riyals.

- Capital increase percentage: (196%).

- Method of increasing capital: Offering and listing priority rights shares for 200,000,000 ordinary shares.

- Reasons for increasing the capital: To enable the Company to implement its strategic and operational objectives and support its future businesses.

- Eligibility date: In the event that the shareholders of the Company at the Extraordinary General Assembly meeting agree to increase the capital, the eligibility will be for the shareholders who own shares at the end of trading on the day of the Extraordinary General Assembly Meeting on the Capital Increase and who are registered in the Company’s shareholder register with the Securities Depository Center (Edaa) at the end of the second day follows the date of the Extraordinary General Assembly Meeting.

- Amending Article (7) of the company’s bylaws, related to (capital). (attached)

- Amending Article (8) of the company’s bylaws, related to (subscription to shares). (attached)

2- Voting on amending the Bylaws of the Company to comply with the new Companies Law and to rearrange the Articles of Association and their numbering to comply with the proposed amendments. (Attached)

3- Voting to amend the Audit Committee Charter. (Attached)

4- Voting to amend the Remuneration and Nomination Committee Charter. (Attached)

5- Voting to amend the Board Members’ Nomination and Selection Policy. (Attached)

6- Voting to amend the BOD and its Committees’ Rewards Policy. (Attached)

7- Voting to amend the Business Competition Standards Policy. (Attached)

8- Voting to adopt the Social Responsibility Policy. (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 Platform will be able to vote electronically on the agenda items of the Extraordinary General Assembly Meeting, electronically, starting from 01:00 am on Wednesday 17/04/1445 AH corresponding to 01/11/2023 AD until the end of the Extraordinary General Assembly Meeting. Registration and voting in Tadawulaty Platform will be available and free of charge to all shareholders using the following link: www.tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for registering the attendance of the Extraordinary General Assembly’s meeting ends upon the convenience of the meeting. Eligibility for voting on the agenda items for attending shareholders ends upon the Counting Committee concludes counting the votes. The shareholders have the right to discuss the topics on the agenda and ask questions. Method of Communication Shareholders may participate in the said deliberations of the first extraordinary general assembly meeting and they may contact through the email shown below during holding of the assembly: email: IR@nadec.com.sa. We would also like to inform you that there will be direct voice broadcast of the assembly through the link available in Tadawulaty platform. In case of any inquiries, please contact with the department of Investor Relations on telephone No: 0112027830, during the official working hours of the Company from Sunday to Thursday from 08:00 AM - 04:00 PM. 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.