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The Board of Directors of Saudi Arabian Mining Company (Ma’aden) Invites its shareholders to Attend the 10th Extraordinary General Assembly Meeting (First meeting) by Means of Modern Technology

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Element List Explanation
Introduction The Board of Directors of Saudi Arabian Mining Company (Ma’aden) is pleased to invite the Company’s shareholders to attend the 10th Extraordinary General Assembly Meeting (First Meeting) by Means of Modern Technology provided by Tadawulaty.
City and Location of the General Assembly's Meeting Through modern technology means from the Company’s office in Riyadh (using Tadawulaty system)
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2024-05-13 Corresponding to 1445-11-05
Time of the General Assembly’s Meeting 19:30
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 Company’s shareholders record at the Depositary Center by the end of the trade session prior to the Extraordinary General Assembly Meeting and in accordance with the laws and regulations. The right to register a name to attend the general assembly ends at the time of convening the general assembly. 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 The Extraordinary General Assembly Meeting shall be valid if attended by shareholders representing at least 50% of the Company’s capital.
General Assembly Meeting Agenda 1. Review and discuss the Consolidated Financial Statements for the fiscal year ended on 31st December 2023.

2. Vote on the External Auditors report for the fiscal year ended on 31st December 2023.

3. Review and discuss the Board of Directors’ report for the fiscal year ended on 31st December 2023.

4. Vote on the proposed amendments to Ma’aden Bylaws to be consistent with the new Companies Law and re-arrange the clauses of the Bylaws to be consistent with the proposed amendments. (Attached)

5. Vote to pay the amount of (SAR 5,477,890.33) Five Million, Four Hundred Seventy-Seven Thousand, Eight Hundred Ninety Saudi Riyals and Thirty-Three Halala as remuneration of the Board of Directors members & the Committees for the fiscal year ended on 31st December 2023.

6. Vote on the works and contracts conducted between Ma’aden and the Saudi Arabian Oil Company (“Saudi Aramco”) in which the following board members have an indirect interest H.E. Yasir Al-Rumayyan and Dr. Mohammed Al-Qahtani. A purchase agreement of raw materials and supplies during the fiscal year of 2023 with the amount of (1,892,015,407) one billion eight hundred and ninety-two million and fifteen thousand and four hundred and seven Saudi riyals without preferential terms. (Attached)

7. Vote on the works and contracts conducted between Ma’aden and the Saudi Basic Industries Corporation (‘’SABIC’’), in which the following members of the Board of Directors have an indirect interest, which is: H.E. Yasir Al-Rumayyan and Dr. Mohammed Al-Qahtani. A marketing agreement during the fiscal year of 2023 for the amount of (3,189,340,158) Three billion one hundred eighty-nine million three hundred forty thousand one hundred and fifty-eight Saudi riyals without preferential terms. (Attached)

8. Vote on the works and contracts conducted between Ma’aden and the Saudi Basic Industries Corporation (SABIC), in which the following members of the Board of Directors have an indirect interest, which is: H.E. Yasir Al-Rumayyan and Dr. Mohammed Al-Qahtani. A training course for contractor facilities for 40 training hours in the amount of (79,465) Seventy-Nine thousand four hundred and sixty-five Saudi riyals without preferential terms. (Attached)

9. Vote on the works and contracts conducted between Ma’aden and Future Investment Initiative Institute, in which the following members of the Board of Directors have an indirect interest, which is: H.E. Yasir Al-Rumayyan. A sponsorship contract for the seventh edition of the Initiative. The future investment for the year 2023 is in the amount of (5,625,000) five million six hundred and twenty-five thousand Saudi riyals without preferential terms. (Attached)

10. Vote on the works and contracts conducted between Ma’aden and Ivanhoe Electric, in which the following members of the Board of Directors have an indirect interest, namely: Mrs. Sofia Bianchi. A top up right in the amount of (76,628,531) seventy-six million six hundred and twenty-eight thousand five hundred and thirty-one Saudi riyals without preferential terms. (Attached)

11. Vote on the works and contracts conducted between Ma’aden and the Saudi Mining Services Company in which the following members of the Board of Directors have an indirect interest, which is: His Excellency Engineer Khalid Al-Mudaifer, A sponsorship contract for the Future Mining Conference in its third edition for the year 2023 with an amount of (12,331,609) twelve million three hundred thirty-one thousand six hundred nine Saudi riyals without preferential terms. (Attached)

12. Vote to amend the Audit Committee Charter. (Attached)

13. Vote to amend the Nomination & Remuneration Committee Charter. (Attached)

14. Vote to amend the Board, Committee Members & Executive Management Remuneration policy. (Attached)

15. Vote on the discharge of Board of Directors from liabilities for their management of the company during the financial year ended on 31st December 2023.

16. Voting on the Company’s purchase of a number of its shares, with a maximum of (5,695,987) shares for the purpose of allocating them to the Employees Stock Incentive program, the purchase will be financed through the Company own resources, and to authorize the Board of Directors or whomever it delegates to complete the purchase within a maximum period of (12) months from the date of the Extraordinary General Assembly’s approval. The Company may hold the purchased shares for a period not exceeding (5) years from the date of approval of the Extraordinary General Assembly as a maximum until they are allocated to the Employees Stock Incentive program, and once 5 years period lapses, the Company will follow the procedures and controls stipulated in the relevant laws and regulations. (Attached)

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders are entitled to discuss matters listed in the agenda of the Extraordinary General Assembly and raise relevant questions, noting that the voting is available free of charge for all Shareholders via: http://tadawulaty.com.sa
Details of the electronic voting on the Assembly’s agenda The shareholders who are registered in Tadawulaty Services will be able to remotely vote on the items of the Extraordinary General Assembly electronically starting from 01:00AM on Thursday 01/11/1445H corresponding to 09/05/2024 until the end of the Assembly Meeting’s time. Registration and voting via Tadawulaty Services will be available and free of charge for all shareholder through the following link:

www.tadawulaty.com.sa

Method of Communication in Case of Any Enquiries If there are any enquiries regarding the General Assembly agenda, please contact the Governance and Market Compliance Department at:

Tel:

0112432085

0112835817

E-mail:

[email protected]

Attached Documents   

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