Saudi Arabian Mining Co. — Proxy Solicitation & Information Statement 2017

Mar 6, 2017

SAUDI ARABIAN MINING COMPANY (MAADEN) INVITES ITS SHAREHOLDERS TO ATTEND THE 4TH EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING)

1211 · 06/03/2017 08:11:17 · Announcement #45824 · View on Saudi Exchange

SAUDI ARABIAN MINING COMPANY (MAADEN) INVITES ITS SHAREHOLDERS TO ATTEND THE 4TH EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING)

The Board of Directors of Maaden is pleased to invite its shareholders to attend the 4th Extraordinary General Assembly Meeting to be held at the Company Headquarter in Riyadh on Abu Baker Al Sadeeq Road, south of the North Ring Road on Sunday 02-04-2017G corresponding to 05-07-1438H at 19:30 to consider the following agenda:

1. Vote to approve the Consolidated Financial Statements for the year ended on 31/12/2016.

2. Vote to approve the External Auditors report for the year ended 31/12/2016.

3. Vote to approve the Board of Directors report for the year ended 31/12/2016.

4. Vote to approve the Board of Directors recommendation not to distribute dividends for the year ended 31/12/2016.

5. Vote on the appointment of the External Auditors recommended by the Audit Committee from among the nominees to audit the Company financial statement for the year 2017, review the Company quarterly financial statements and the approval of their remuneration.

6. Vote on the Discharge of Board of Directors members from liabilities for their activities during the financial period ended 31/12/2015.

7. Vote on the appointment to replace the government representatives in Maaden Board, Mr. Mansour Bin Saleh Al-Maiman, Mr. Mohammed Bin Abdullah Al-Kharashi, Mr. Sultan Bin Jamal Shawli, and Engr. Khalid Bin Hamad Al-Sanani (non-executive Board members) with H.E. Eng. Khalid bin Abdulaziz Al-Faleh, Mr. Abdullah bin Mohammed Al-Issa, Ms. Lubna bint Suliman Al-Olayan, Eng. Abdullah bin Ibrahim Al-Saadan. Also the appointment of both: Eng. Azzam bin Yaser Shalabi, and Dr. Jean-Lou Chameau (independent members) as replacements for the resigned members Eng. Abdullah bin Saif Al Saif and Eng. AbdulAziz bin Abdullah Al-Sugair, per the Company previous announcement on Tadawul website.

8. Vote on the composition of the Audit Committee for the current term ending 24/10/2017G with the nominees as follows: Eng. Abdullah bin Ibrahim Al-Saadan, Eng. Azzam bin Yaser Shalabi, Eng. Khalid bin Hamad Al Senani, Mr. Walid bin Ibrahim Shukri, and Mr. Mazen bin Abduallah Al Furaih.

9. Vote to approve the amendment of the Company Articles of Association, in accordance with the new company law (attached)

Please note that the Extraordinary General Assembly may validly meet if at least 50% of the voting rights are present or represented.

We would like to inform each shareholder has the right to attend this meeting in person or represented by others. The votes are calculated on the basis of one vote per share represented at the meeting, according to the Article of Association of the Company. Each shareholder who wants to attend this meeting must carry with him ID Card or Commercial Registration and prove of ownership of Maaden shares.

A shareholder must attend early to complete the registration process. A shareholder has the right to authorize another eligible shareholder in writing to attend this meeting on his/her behalf (other than member of the Board of Directors or the Company employee), by means of an Authorization Letter (the form of which may be found on the Investor Relations section of the Company website) provided that letter must be submitted 2 days before the Meeting. The Authorization Letter must be signed and authenticated by Chamber of Commerce, a Commercial Bank, or authorized persons, notary public or persons authorized in performing notary public and submit it to the following address:

Saudi Arabian Mining Company (Maaden), Riyadh, Abo Baker Al Sadeeq Road, Investor Relation, P.O. Box 68861 Riyadh 11537 or by fax 018748200.

It is necessary to bring the original Authorization Letter when attending the meeting.

The Saudi Arabian Mining Company is pleased to inform its shareholders that they can vote remotely on the 4th EGM agenda via the free E-voting services on Tadawul website (https://www.tadawulaty.com.sa) starting from Sunday 19/3/2017G at 10am to Sunday 02/04/2017 10am.

Attached Documents

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