Saudi Airlines Catering Company’s Announcement to Invite its Shareholders to Attend the Ordinary General Assembly Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Airlines Catering Company is pleased to invite its shareholders to attend the Ordinary General Assembly meeting (First Meeting) which will be held on Monday 28/08/1441H corresponding to 21/04/2020 at 07:00p.m. through Tadawulaty system in accordance to CMA`s circular No. (S/5/2109/20) dated on 21/07/1441H corresponding to 16/03/2020 to conduct all AGM meetings for listed companies remotely thru the new and modern technology tools and to suspend the attendance of all meetings in presence until further notice in line with the precautionary and exceptional measures to control the outbreak of Coronavirus (Covid-19) and to ensure common safety. The AGM meeting includes the following agenda items: |
| City and Location of the General Assembly's Meeting | The Company’s Catering Unit located in King Abdulaziz International Airport in Jeddah |
| URL for the Meeting Location | https://goo.gl/maps/P4PGkonxytN2 |
| Date of the General Assembly's Meeting | 2020-04-21 Corresponding to 1441-08-28 |
| Time of the General Assembly's Meeting | 19:00 |
| Attendance Eligibility | Each shareholder registered in the shareholders register in the Securities Depository Center at the end of trading preceding prior to the Ordinary General Assembly Meeting, have the right to attend the Ordinary General Assembly Meeting thru the services of Tadawulaty as per the Laws and Regulations |
| Quorum for Convening the General Assembly's Meeting | The quorum necessary for this Ordinary General Assembly meeting is shareholders representing 25% of the Company's capital; however, if the quorum was not present for the first meeting, a second meeting will convene an hour after the allocated time slot of the first, and that meetings’ quorum will valid regardless of the number of shares represented in it. |
| General Assembly Meeting Agenda | 1. Vote on the Board of Directors’ Annual Report for the fiscal year ending on 31st December 2019.
2. Vote on the financial statements of the Company for the year ending on 31st December 2019. 3. Vote on the external auditor report for the year ending on 31st December 2019. 4. Vote on the appointment of an external auditor in accordance with the recommendation of the Audit Committee for the financial audit and review of the Company’s financial statements for the second, third, and 2020 year end, and the first quarter of 2021 and determining their fees (attached). 5. Vote on the discharge of the Board of Directors from the liability for their activities during the year 2019 until the date of this AGA meeting. 6. Vote on ratifying the Board of Directors’ resolutions regarding the Board of Directors recommendation on distributing dividends for the year 2019 with the total amount valued at SR 455,100,000 with SR. 5.55 per share which represents 55.5% of the share capital paid(attached). 7. Vote on authorizing the Board of Directors’ to distribute interim dividends on a biannual or quarterly basis for the fiscal year of 2020 and to determine the eligibility and distribution dates in accordance to the Regulatory Rules and Procedures issued pursuant to the Companies. 8. Vote on remuneration of the Board of Directors’ members for the year ended on 31/12/2019 in accordance with the Board’s annual report for the year 2019. 9. . Vote on the recommendation of the Board of Directors to appoint Mr. Fadi Majdalani (independent) member of the Board of Directors from the date of his appointment on 06/01/2020 to complete the current session of the Board until end of session on 25/01/2022, as a successor to the resigned board member His Excellency Mr. Fahd Bin Abdulmohsen Al-Rasheed (CV Attachment). 10. Vote on the transactions and contracts concluded with Newrest Holding Group, within which SACC’s Board Of Directors member Mr. Jonathan Stent-Torriani holds direct interest as he is the Co-CEO of Newrest Holding Group and due to his board membership in Strategic Catering Co. one the of Company’s major shareholders, the nature of those transactions evolve around the performance of consultancy and administrative services by Newrest Holding Group, supply of manpower support services and leasing relationships for administrative offices for Strategic Catering Company, with a total amount of SR 9,821,076 for the year 2019, without any preferential conditions compared to the local market (attached). 11. Vote on the transactions and contracts concluded with Newrest Holding Group, within which SACC’s Board Of Directors member Mr. Abdulkarim Al Soulami (Board of Directors appointed for the current session, which took effect from 26/01/2019) holds direct interest due to his ownership in Newrest Holding Group, the nature of those transactions evolve around the performance of consultancy and administrative services by Newrest Holding Group, supply of manpower support services and leasing relationships for administrative offices for Strategic Catering Company, with a total amount of SR 9,821,076 for the year 2019, without any preferential conditions compared to the local market (attached). 12. Vote on the transactions and contracts concluded with Al-Hokair Holding Group, within which SACC’s Board of Directors member Mr. Sami Al Hokair holds direct interest in, as he is holding the position of Managing Director, and Board of Directors member in Al-Hokair Holding Group, the nature of those transactions evolve around the performance of several lease agreements of retail stores, with a total amount of SR 257,775 for the year 2019, without any preferential conditions compared to the local market (attached). 13. Vote on the transactions and contracts concluded with Gulf West Importing Co. Ltd., a company within which the Board of Directors member Eng. Abdulmohsin Al Yahya (in which his membership ended on 25/01/2019 due to end of the previous Board term), holds direct interest as he owns controlling shares and the CEO of Gulf West Importing Co. Ltd., for the nature of those transactions evolve around the performance of supplying raw materials and consumable goods to the company, with a total amount of SR 4,401,978 for the year 2019, without any preferential conditions compared to the local market (attached). 14. Vote on the transactions and contracts concluded with Emaar The Economic City, within which SACC’s Board of Director member Mr. Fahd Al Rasheed (in which his membership ended on 06/12/2019 due to his resignation from the Board) holds indirect interest as he is a member of its Board of Directors, for the nature of those transactions evolve around the performance of lease agreements for the automatic laundry facility of the Company, and for the residential units of the Company’s employees, with a total amount of SR 2,395,009 for the year 2019, without any preferential conditions compared to the local market (attached). 15. Vote on the transactions and contracts concluded with Emaar The Economic City, within which SACC’s Board of Directors member Eng. Abdullah Taibah (in which his membership ended on 25/01/2019 due to end of the previous Board term) holds indirect interest as he is a Board of Directors member, for the nature of those transactions evolve around the performance of lease agreements for the automatic laundry facility of the Company, and for the residential units of the Company’s employees, with a total amount of SR 2,395,009 for the year 2018, without any preferential conditions compared to the local market (attached). 16. Vote on amending article (31) of the Company's corporate governance manual concerning the Board of Directors’ remuneration (attached). 17. Vote on amending article (51) of the Company's corporate governance manual concerning the Audit Committee remuneration (attached). 18. Vote on amending article (58) of the Company corporate governance manual concerning the Nomination & Remuneration |
| Proxy Form |
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