Savola Group — Board/Management Information 2022

Jan 30, 2022

Savola Group Announces the opening of nomination for membership to the Board of Directors for the next office term

2050 · 30/01/2022 08:00:53 · Announcement #66484 · View on Saudi Exchange

Savola Group Announces the opening of nomination for membership to the Board of Directors for the next office term

Element List

Explanation

Introduction

The Savola Group (the "Group") is pleased to announce to its shareholders, the opening of the nomination process for the Board of Directors membership for the new office term beginning from 1st of July 2022 and for three Georgian years that will be ending on 30th of June 2025, in accordance with the rules and procedures set out in the laws and regulations in particular those stipulated in the Companies’ Law and Corporate Governance Regulations issued by the Capital Market Authority (CMA) as well as the company’s policies, standards, and procedures for Board membership (attached).

The new Board members will be elected in the next General Assembly meeting, which will be announced later after securing the necessary approvals from the concerned authorities.Type of AssemblyNew SessionAssembly Start Date2022-07-01 Corresponding to 1443-12-02Assembly End Date2025-06-30 Corresponding to 1447-01-05Number of members11Application Start Date2022-01-30 Corresponding to 1443-06-27Application End Date2022-02-28 Corresponding to 1443-07-27Applications Submission MethodShareholders wishing to nominate themselves for the Board membership shall address their application for Board membership nomination to the Chairman of Remuneration and Nomination Committee and the application and its attachments and relevant forms shall be sent to the Board Secretary by email or at the Company address as follows:

- Email: CGNour@savola.com

- or the below address:

Savola Group, 2444 Taha Kusaifan-Ashati

Unit No. 15 , Jeddah 23511-7333

Ashati District, Jeddah, Prince Faisal Bin Fahd Road,

Also, the nominees could contact us during the official working hours at the company direct landline: 012-2687797Application RequirementsIn accordance with the standards and conditions set out in the Companies’ Law, Corporate Governance Regulations, and other relevant rules as well as Savola Group’s Policies, Standards, and Procedures for board membership (attached) which include, but not limited to the following:

1-Each shareholder shall have the right to nominate himself/herself or other person(s) for membership to the board of directors, to the extent of his/her shareholding in the capital.

2-The nominee shall have sufficient time that enables him/her to participate effectively in the Board activities.

3-The nominee shall not have been previously convicted of a crime of dishonesty, declared bankruptcy or insolvency, or deemed unfit for the board membership in accordance with any law or instructions applied in the Kingdom.

4-The nominee shall not be a member of the boards of more than five listed joint stock companies at the same time.

5-The nominee shall be a natural person of at least 25 years of age, whether he/she is applying in his/her personal capacity or as a representative of a legal person.

6-The nominee shall not suffer from any health issue that may hinder him/her from performing his/her duties and responsibilities.

Shareholders wishing to nominate themselves or any other person on their behalf in accordance with his/her ownership percentage for the Board membership shall submit their nomination applications to the Company’s address during working hours and the applications should include the following:

1-Nomination letter for membership in Savola Group Board of directors for the new office term (attached template for the nomination letter in both Arabic and English)

2-Form (1) (Attached) in both Arabic and English related to his/her curriculum vitae, his/her qualifications and work experience in the area of the Company's business (forms should be completed and sent in both (Word) and (PDF) format).

3-Nominees for the membership of the Board shall disclose to the Board and the General Assembly any cases of conflicts of interest, including:

a. Having direct or indirect interest in the contracts and businesses entered into for the benefit of the Company in which he/she desires to be nominated to its Board.

b. Engaging in business that may compete with the Company or any of its activities.

4-Any nominee who is a previous board member of a joint stock company shall disclose the names and dates of the boards in which he/she was a member as per the attached templates.

5-List of the names of joint stock companies in which the nominee still acts as a member of their boards of directors.

6-Nominees must specify membership’s type i.e., if he/she is an executive member, a non-executive member, or an independent member.

7-Nominees must specify membership’s nature i.e. if he/she is a nominee for himself /herself or represents a legal person.

8-Nominees must fill out form (3) issued by the CMA (attached); (the form should be sent in (Word) and (PDF) format).

9-Nominees shall attach with the nomination applications, a clear and valid copy of his ID, family IDs and passport signed by the nominee and his/her contact information.

10-All forms must be completed in Arabic and English to comply with the requirements of CMA circular Number (I/7/5/6465/20) date 26/10/2020.

It’s worth mentioning that the Group Remuneration and Nomination Committee (RNC) will take into consideration the requirements and conditions in line with relevant polices and regulations including that at least one third of the members to be independents and the majority are non-executives.

The voting in the General Assembly meeting of the new board term will be limited to the nominees who have satisfied the terms, conditions, and standards indicated in this announcement; knowing that the cumulative voting mechanism will be used to elect the Board members as per the regulations.Candidate ConditionsAttached 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.