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Saudi Chemical Co. announces to Invites its Shareholders to Attend the (First Meeting) Extraordinary General Assembly Meeting

CHEMICAL 2230 -0.41% 7.24 -0.03
Element List Explanation
Introduction The Board of Directors of Saudi Chemical Co. is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting) on Wednesday 21/06/2023 at 06:30p.m, corresponding to 03/12/1444H, through a virtual meeting platform.
City and Location of the General Assembly's Meeting Riyadh – Head Office, Al-Ahsa Street By Means Of Modern Technology
URL for the Meeting Location https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting 2023-06-21 Corresponding to 1444-12-03
Time of the General Assembly's Meeting 18:30
Attendance Eligibility Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre at the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations.
Quorum for Convening the General Assembly's Meeting As per the provisions of Article (31) of the Articles of Association of the company, the Extraordinary General Assembly shall be valid if at least 50% of shareholders attend. In case of non-completion of the quorum at the first meeting, a second meeting shall be held after one (1) hour of the scheduled time of the first meeting. The second meeting shall be deemed valid if at least 25% of the Company Capital.
General Assembly Meeting Agenda 1- Reviewing and discussing the board report for the fiscal year ending December 31. 2022.

2- Reviewing and discussing the financial statements for the fiscal year ending December 31, 2022.

3- Voting and discussing on the Auditor’s Report for the fiscal year ending December 31, 2022.

4- Voting on the payment of SAR (2,250,000) as a remuneration to members of the board of directors for the fiscal year ending December 31, 2022.

5- Voting on the Board of Directors’ recommendations to distribute cash dividends for the financial period ended 30 September 2022 (amounting to SAR 42,160,000) at 50 Halalas per share (SAR 0.50).

6- Voting on the discharge of the members of the Board of Directors for the fiscal year ending December 31, 2022.

7- Voting on the appointment of the External Auditors for the company based on the Audit Committee’s recommendation. The appointed External Auditors shall examine, review and audit the (first, second, and third) quarter and annual financial statements of the fiscal year 2023, and the first quarter of the fiscal year 2024, and determination of the External Auditors’ fees.

8- Voting on authorizing the Board of Directors to distribute interim dividends on a quarterly or semiannually basis for the fiscal year 2023, set due/distribution date in accordance with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

9- Voting on the division of the company's shares according to the following:

- The nominal value of the share before the amendment: (10) Saudi riyals.

- The nominal value of the share after the adjustment: (1) Saudi riyals.

- The number of shares before the amendment: 84,320,000 shares.

- Number of shares after modification: 843,200,000 shares.

- There is no change in the company's capital before and after the stock split.

- Effective date: If the clause is approved, the division decision will be effective for all shareholders of the company who own shares on the day of the extraordinary general assembly and are registered in the company’s shareholder register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the extraordinary general assembly. The effect of the decision will be applied to the share price, starting from the business day following the meeting, provided that the decision will be implemented in relation to the number of shares in shareholders’ portfolios on the second trading day following the date of the extraordinary general assembly in which it was decided to divide the shares.

- the amendment of Article (7) of the company’s bylaw, relating to the capital (Attached) if we received the approval of the Extraordinary General Assembly.

10- Voting on amending the company's bylaw to comply with the new companies' law. (attached)

11- Voting to stop making payments into the statutory Reserve until reaching (30%) of the share capital to match with the updated company bylaw.

12- Voting on the amendments of the Audit Committee Terms. (Attached)

13- Voting on the amendments of the Nomination and Remuneration Committee Terms. (Attached)

14- Voting on the amendments of the Remunerations Board of Directors. (Attached)

15- Voting on the amendments of the Policies, standards, and procedures for Board Membership. (Attached)

16- Voting on authorizing the Board of Directors with the authority of the General Assembly provided for in paragraph (1), Article (27) of the Companies Law for a period of one (1) year from the date of approval by the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) All shareholders registered on Tadawulaty shall be able to remotely vote on the agenda items of the Extraordinary General Assembly virtual meeting, which shall commence at 01:00 a.m on Sunday 18/06/2023 (corresponding to 29/11/1444H) up to the end of the meeting. Registration and voting in Tadawulaty services shall be available for all shareholders free of charges through the following link: http://www.tadawulaty.com.sa.
Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly's Meeting Ends upon the Convenience of the General Assembly's Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes
Method of Communication For any inquiries about GA items, please contact the Shareholders Officer through:

Phone: 0114515771 FAX: 0112066349

Or through the following email:

[email protected]

Attached Documents         

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