Voting Results on the Items of the General Assembly's Meeting Agenda's |
1. Approval of the Company’s capital increase through conversion of its debt to the Public Investment Fund in the amount of USD 796,370,000 (SAR 2,986,387,500) by issuing 62,112,885 new shares to the Public Investment Fund, the issuance price being SAR 48.08 per share, impacting share capital as follows: • Capital before increase: 11,684,782,610 • Capital after increase: 12,305,911,460 • The percentage of change in the capital: 5.32% • The number of shares before capital increase: 1,168,478,261 • The number of shares after capital increase: 1,230,591,146 The above share issuance price was determined based on the volume-weighted average market price of the Company’s shares during the last six trading months before the date of the Extraordinary General Assembly Meeting, held on 4 November 2019 The reason for the capital increase is to improve the Company’s liquidity and credit position and enhance its ability to achieve its growth objectives. 2.Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors of the Company, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consists of a transfer and termination agreement dated 26 June 2019G, pursuant to which the Public Investment Fund’s loan in the amount of USD 796,370,000 (SAR 2,986,387,500) to Ma’aden Rolling Company was transferred from the Public Investment Fund to the Company. 3. Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consists of a loan agreement dated 27 June 2019G, pursuant to which the Public Investment Fund is deemed to have advanced to the Company a loan in the amount of USD 796,370,000 (SAR 2,986,387,500). 4.Approval of business and contract concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which business and contract consist of a debt conversion agreement dated 27 June 2019G, pursuant to which the Company will convert the above Public Investment Fund’s loan into new shares in the Company. 5.Approval to amend Article (7) of the Company’s Articles of Association relating to the Company’s capital and shares, to reflect the above capital increase. (Attached) 6.Approval of the Board of Directors' resolution to appoint his Excellency Mr. Yaser Bin Othman Al-Rumayyan as an Non-executive Director and a Public Investment Fund representative on the Board of Directors, effective from 28 September 2019G until the end of the current board term on 24 October 2020G, in replacement of the resigned member his Excellency Engineer Khalid Bin Abdulaziz Al-Faleh, as per the Company’s announcement on Tadawul’s website dated 29 September 2019G |
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