Saudi Pharmaceutical Industries and Medical Appliances Corp. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the ( First Meeting )

12 May 2024 04:55 PM

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Element List	Explanation
Introduction	The Board of Directors of Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) is pleased to invite the Company shareholders to participate and vote in the Extraordinary General Assembly meeting that will be held on 25/11/1445H corresponding to 02/06/2024G at 07:30 PM via means of modern technology using Tadawulaty system.
City and Location of the General Assembly's Meeting	Riyadh, Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) AlSahafa district, via means of modern technology
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2024-06-02 Corresponding to 1445-11-25
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	Each Shareholders who are registered in the issuer's 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 right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendee's right to vote on the items of the assembly 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 will be valid if it is attended by shareholders representing (half) of the company’s shares that have voting rights. If this quorum is not present at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting will be valid if it was attended by shareholders representing at least (a quarter) of the company's shares.
General Assembly Meeting Agenda	1. Voting on the Board of Directors’ report for the financial year ending on 12/31/2023 AD and discussing it. 2. Review the financial statements for the fiscal year ending on 12/31/2023 and discuss them. 3. Voting on the company’s auditor’s report for the financial year ending on 12/31/2023 and discussing it. 4. Vote on discharging the members of the Board of Directors from their liabilities for the fiscal year ending on 12/31/2023.Voting on the Board of Directors’ recommendation not to distribute cash dividends for the fiscal year ending on 12/31/2023. 5. Vote on the Board of Directors’ decision to appoint (Ahmed bin Hamdan Al-Jadaie) as a member of the Board of Directors (independent) starting from the date of his appointment on 11/09/2023 AD to complete the Board’s session until the end of the current session on 04/02/2025 AD to succeed the Board of Directors member (Mohammed Bin Talal). Al-Nahhas - Non-Executive Board Member). 6. Vote on disbursing an amount of (4,850,000) riyals as a bonus to members of the Board of Directors for the fiscal year ending on 12/31/2023 AD. 7. Vote on delegating the authority of the General Assembly to the Board of Directors with the authorization contained in Paragraph (1) of Article Twenty-Seven (27) of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board of Directors’ session, whichever comes first, in accordance with the conditions stated in Executive regulations of the corporate system for listed joint stock companies. 8. Voting on the business and contracts concluded between the company and Al Rajhi Bank during the year 2023 AD, in which the member of the Board of Directors (Khalid bin Abdul Rahman Al-Quwaiz) has an indirect interest, which is (providing short-term financing facilities and promissory notes worth 250 million Saudi riyals for a period of one year without Preferential terms and conditions). 9. Voting on the business and contracts concluded between the company and Riyad Bank during the year 2023 AD, in which the former Chairman of the Board of Directors (Mohammed bin Talal Al-Nahhas) has an indirect interest, which are (contracts to provide Islamic financing and financial means for each of them for a period of one year without preferential terms and conditions).) In the amount of (950 million) Saudi riyals. 10. Voting on the business and contracts concluded between the company and Dammam Pharma, which is one of the subsidiaries of Spimaco Pharmaceutical Company, in which the former Chairman of the Board of Directors (Mohammed bin Talal Al-Nahhas) has an indirect interest, which is (providing manufacturing services to the company without conditions for a period of one year). During the year 2023 AD) in the amount of (11,052,649) Saudi riyals. 11. Voting on the business and contracts concluded between the company and Dammam Pharma, one of the subsidiaries of Spimaco Pharmaceutical Company, in which the former Chairman of the Board of Directors (Mohammed bin Talal Al-Nahhas) has an indirect interest, which is (providing pharmaceutical products to the company without conditions and for a period of one year during 2023 AD) in the amount of (18,051,948) riyals. 12. Vote on amending the remuneration policy for members of the Board of Directors, the committees emanating from the Board, the executive management, and the company’s representatives on the boards of directors of subsidiaries. 13. Vote on amending Article No. (20) of the company’s bylaws, related to (the powers of the council). 14. Vote on amending Article No. (22) of the company’s bylaws, related to (the powers of the president, deputy, managing director, and secretary).
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right	The shareholder has the right to discuss the topics on the assembly’s agenda and ask questions, And the shareholder can use the following link: http://www.tadawulaty.com.sa
Details of the electronic voting on the Assembly’s agenda	Shareholders who registered in the Tadawulaty system can vote remotely on the agenda items, starting at 01:00 am on Wednesday, dated 21-11-1445H corresponding to 29/05/2024G, until the end of the Extraordinary General Assembly Meeting. Tadawulaty registration and voting on the General Assembly agenda items is available for all shareholders and free of charge. Shareholders can register in Tadawulaty services and vote via the website: http://www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries	For any inquiries related to the agenda, please contact the Corporate Governance Department through the below email: [email protected]
Additional Information	Questions and inquiries from the shareholders related to the agenda will be received via contacting the Corporate Governance Department through the email: [email protected]
Attached Documents

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