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Maharah Human Resources Co. Announces the Results of the Extraordinary General Assembly Meeting Which includes the approval of the company's capital increase (second meeting)

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Element List Explanation
Introduction Maharah Human Resources announces the results of the Extraordinary General Assembly Meeting (Second Meeting)
City and Location of the Extraordinary General Assembly's Meeting Riyadh, Maharah HR CO Headquarter - via modern technology means (Online)
Date of the Extraordinary General Assembly's Meeting 2023-06-08 Corresponding to 1444-11-19
Time of the Extraordinary General Assembly's Meeting 19:30
Percentage of Attending Shareholders 47.66%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees 1. Mr. Sulaiman Abdulaziz Al Majed (Chairman of the Board)

2. Dr. Abdullah Sulaiman Al Amro (Deputy Chairman & MD)

3. Mr. Sulaiman Nasser Al Hatlan

4. Mr. Abdullah Abdulaziz Al Majed

5. Mr. Abdulaziz Ibrahim Al Nowaiser

6. Mr. Ahmed Saleh Al Humaidan

7. Mr. Khalid Abdulrahman Al Khudairi

8. Dr. Saud Nasser Al Shathry

9. Mr. Saleh Abdullah Al Hanaki

10. Mr. Ali Damati

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf 1. Mr. Dr. Abdullah Sulaiman Al Amro (Chairman of the Executive Committee )

2. Mr. Saleh Abdullah Al Hanaki (Investment Committee)

3. Mr. Khalid Abdulrahman Al Khudairi (Chairman of the Nominations and Remuneration Committee)

4. Mr. Abdulaziz Ibrahim Al Nowaiser (Chairman of the Audit Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1.Reviewed and discussed the report of the Board of Directors for the fiscal year ending on December 31, 2022

2.Approval on the auditor's report for the fiscal year ending on December 31, 2022

3.Reviewed and discussed The financial statements for the fiscal year ending on December 31, 2022

4.Approval to appoint Dr. Muhammad Al-Omari and Partners Chartered Accountants Company (BDO) the company's external auditor from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second and third quarters and the annual financial statements for the fiscal year 2023 and for the first quarter of the fiscal year 2024 , and determine thier fees.

5.Approval to absolve the members of the Board of Directors from liability for the fiscal year ending on December 31, 2022.

6.Approval to give the authorization to the Board of Directors to distribute interim divdens to the company's shareholders on a semi-annual or quarterly basis for the fiscal year 2023.

7.Approval to authorize 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 approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier. This is in accordance with the conditions contained in the regulatory controls and procedures issued in implementation of the Companies Law for listed joint stock companies.

8.Approval on the business and contracts concluded between the company and Sajaya Healthcare Company, in which the member of the Board of Directors, Mr. Sulaiman bin Abdulaziz Al-Majed, has an indirect interest in them, which are manpower services for a period of one year 2022 AD, without any preferential conditions, and the transaction value was 230,552 Saudi riyals.

9.Approval on the business and contracts concluded between the company and Muzn Systems for Communications and Information Technology, in which the member of the Board of Directors, Dr. Abdullah bin Suleiman Al-Amro, has an indirect interest in them, which is a lease contract for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 782,081 Saudi riyals.

10.Approval on the business and contracts concluded between the company and Zawaya Investment Company, in which the member of the Board of Directors, Dr. Abdullah bin Sulaiman Al-Amro, has an indirect interest in them, which is a lease contract for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 439,854 Saudi riyals.

11.Approval on the business and contracts concluded between the company and the Yellow Mixture Foundation to provide meals, in which the member of the Board of Directors, Dr. Saud bin Nasser Al-Shithri, has an indirect interest in them, which is manpower services for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 231,519 Saudi riyals.

12.Approval on the business and contracts concluded between the company and Jazal Arabia Company, in which the member of the Board of Directors, Mr. Saleh bin Abdullah Al-Henaki has an indirect interest in them, which is manpower services for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 89,599 Saudi riyals.

13.Approval on the business and contracts concluded between the company and Abdulaziz Aidah Muftah Al Kathiri Auto Spare Parts Establishment, in which the CEO of the company, Mr. Abdulaziz Aidah Al Kathiri, has a direct interestin them, which is manpower services for a period of one year 2022 AD, without any preferential conditions and the value of the transaction was 38,697 Saudi riyals.

14.Approval on the disbursement of (2,870,000) Saudi Riyals as remuneration and compensation to the members of the Board of Directors for the fiscal year ending on 31 December 2022.

15.Approval on Employees Stock Incentive and authorize the Board of Directors to determine the terms of this program, including the allocation price for each share offered to the employees, if any.

16.Approval on the Board of Directors recommendation to increase the Company’s capital by granting bonus shares as follows:

• Total amount of increase: SAR 100,000,000

• Capital before increase: SAR 375,000,000

• Capital after increase: SAR 475,000,000

• Increase percentage: 26.67%

• Number of shares granted: granting one share for every five shares.

• Number of shares before increase: 37,500,000

• Number of shares after increase: 47,500,000

• The Company aims to support its financial position.

• The increase will be through capitalization of 100,000,000 SAR the retained earnings.

• The eligibility of the bonus shares shall be for shareholders owning shares by the end of trading day of the Company’s Extraordinary General Assembly meeting date and are registered at Securities Depository Center Company (Edaa) by the end of the second trading day following the Extraordinary General Assembly meeting date.

• In case of bonus shares fractions occurrence, the Company will collect all fractions in a single portfolio to be sold at market price, the value will be distributed to eligible shareholders each by their share during 30 days from the allocation of new shares to each shareholder.

• Allocating 2.5 million shares of the capital increase representing 5.3% of the total new capital for the purpose of establishing the Company's employee share program (Long-Term Incentive Plan).

• Amend Article (7) of the Company’s Articles of Association relating to the Company’s capital , to reflect the above capital increase.

• Amend Article (8) of the Company’s Articles of Association relating to the Company’s shares subscription, to reflect the above capital increase.

Additional Information For more information or inquiries, kindly contact the Shareholders Relations Department by phone at the following number: 920009633 Ext (1002), or via email: [email protected] during the company's official business hours from Sunday to Thursday from 09:00 AM until 05:00 PM.

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