Saudi Arabia Refineries Co. — Proxy Solicitation & Information Statement 2024

Jul 3, 2024

Saudi Arabia Refineries Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

2030 · 03/07/2024 17:16:05 · Announcement #81187 · View on Saudi Exchange

Saudi Arabia Refineries Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

Element List	Explanation
Introduction	The Board of Directors of the Saudi Arabian Refineries Company (SARCO) is pleased to invite its valued shareholders to participate and vote in the Ordinary Non-General Assembly Meeting (First Meeting), which is scheduled to be held, God willing, at exactly six thirty in the evening on Wednesday 24/07/2024 AD corresponding to 18/01/1446 AH through modern technology.
City and Location of the General Assembly's Meeting	Through modern technology - in the company's – Jeddah
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2024-07-24 Corresponding to 1446-01-18
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	Shareholders who are registered in the issuers 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 delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	According to Article (38) of the Company's Articles of Association, the extraordinary general assembly shall not be valid unless attended by shareholders representing at least (50%) of the capital.

If the quorum is not available to hold the first meeting, the second meeting will be held an hour after the end of the period specified for the first meeting, and in all cases the second meeting shall be valid if a number of shareholders representing at least (25%) of the company's capital are present General Assembly Meeting Agenda - Voting on the amendment of the company’s bylaws to comply with the new Companies Law and rearrange the articles of the company’s bylaws and numbering to comply with the amendments proposed. (Attached)

- Voting on amending Article (3) of the company’s bylaws related to the objectives of the company. (Attached)

- Voting on amending Article (26) of the company’s bylaws related to the Chairman, Vice-Chairman, Managing Director, and Secretary Powers. (Attached)

- Voting on the amendment to the Audit Committee Regulations. (Attached)

- Voting on the amendment of the Remuneration and Nomination Committee Regulations. (Attached)

- Voting on the amendment to the Policy on Remuneration and Compensation of Board, Committees Members and Executives. (Attached)

- Voting on amending the list of standards and procedures specific for membership in the Board of Directors. (Attached)

- Voting on increasing the fees of the Company's auditor (Deloitte) based on the recommendation of the Audit Committee for (additional audit work for the company in the amount of SAR 120,000). Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders present have the right to discuss and vote on the topics on the agenda of the General Assembly through the Tadawulaty platform: WWW.TADAWULATY.COM.SA Details of the electronic voting on the Assembly’s agenda Shareholders registered on the Tadawulaty services website will be able to vote remotely on the items of the General Assembly through the (electronic voting) service, which will start from one o'clock in the morning on Sunday 21/07/2024 corresponding to 15/01/1446 AH until the end of the time of the General Assembly, and registration and voting in Tadawulaty services will be available and free of charge for all shareholders using the following link: WWW.TADAWULATY.COM.SA Method of Communication in Case of Any Enquiries In case of any inquiries about the items of the Assembly, please contact the Shareholders Relations Department, phone number 012-6517016, ext. 35, or e-mail ir@almasafi.com.sa 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.