Saudia Dairy and Foodstuff Co. ("SADAFCO") Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudia Dairy & Foodstuff Co. (SADAFCO) is delighted to extend a warm invitation to the esteemed shareholders to participate and cast their votes in the Ordinary General Assembly Meeting (First Meeting). The meeting will be held on Monday 05-11-1445H (Om Al Qura calendar) corresponding to 13-05-2024G at 18:30 via modern technology means. |
| City and Location of the General Assembly's Meeting | SADAFCO's headquarter in Jeddah, via modern technology means (Online) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-05-13 Corresponding to 1445-11-05 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers 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 shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | The Ordinary General Assembly shall not be held unless attended by shareholders owning at least one-fourth of the share capital. If such quorum is not present, a second meeting shall be held after a lapse of an hour from the preceding meeting. The second meeting shall be deemed valid regardless of the number of shares represented in it. |
| General Assembly Meeting Agenda | 1- Review and discuss the Board of Directors Annual Report for the short fiscal year ended on 31-12-2023.
2- Review and discuss the Company’s Financial Statements for the short fiscal year ended on 31-12-2023.
3- Voting on the External Auditors Report for the short fiscal year ended 31-12-2023, after discussing it.
4- Voting on appointing an external auditor for the Company among the nominees based on the recommendation of the Audit Committee, to review and audit the Company’s quarterly and annual financial statements for the second, third and annual periods of financial year ended 31-12-2024. In addition, the first quarter of financial year ended 31-12-2025, and determine their fees.
5- Voting on the Board of Directors' recommendation to distribute dividends amounting to SAR 191,998,500 at SAR 6 per share, equivalent to 60% of the nominal share value for the quarter three (Q3) of the short financial year ended 31-12-2023, payable to shareholders at the closing of trading on Assembly Meeting Day, and for the Shareholders registry of the Securities Depository Center at the end of the second trading day following the eligibility date, dividends distribution date will be announced later.
6- Voting to pay (SAR 3,600,000) as remuneration for the former Board Members for the period from 01-04-2023 to 31-03-2024.
7- Voting to absolve the former Board Members from their liability for the period from 01-04-2023 to 31-03-2024.
8- Voting on authorizing the Board of Directors to distribute interim dividends, either semi-annually or quarterly, for the upcoming financial year ended 31-12-2024.
9- Voting to authorize the Board of Directors with the authority of the General Assembly as stated in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of the approval of the General Assembly or until the end of the term 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.
10- Voting on the transactions and agreements made with Buruj Cooperative Insurance Co. (Saudi Arabia), where the former Vice-Chairman, Mr. Faisal Al Ayyar, and the Board Member Mr. Ahmed Al Marzouki have an indirect interest in it, this agreement provides insurance services without preferential terms. These transactions for the short fiscal year from 01-04-2023 to 31-12-2023 had a total value of SAR 6,756,784. (Attached)
11- Voting on the transactions and agreements with PKC Advisory, where the Chairman, Sheikh Hamad Sabah Al Ahmed, the former Vice-Chairman, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement provides consultancy services without preferential terms. These transactions for the short fiscal year from 01-04-2023 to 31-12-2023 had a total value of SAR 1,469,418. (Attached)
12- Voting on the transactions and agreements made with AXA Cooperative Insurance Co. (Saudi Arabia), where the Chairman, Sheikh Hamad Sabah Al Ahmed, the former Vice-Chairman, Mr. Faisal Hamad Al Ayyar, and the Board Member , Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement provides insurance services without preferential terms. These transactions for the short fiscal year from 01-04-2023 to 31-12-2023 had a total value of SAR 515,949. (Attached)
13- Voting on the transactions and agreements made with Alternative Energy Projects Co., where the Chairman, Sheikh Hamad Sabah Al Ahmed, the former Vice-Chairman, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement to supply, install, test, commissioning of and operation & maintenance for solar rooftop photovoltaic energy system at Jeddah central warehouse without preferential terms. These transactions for the short fiscal year from 01-04-2023 to 31-12-2023 had a total value of SAR 541,891. (Attached)
14- Voting on the transactions and agreements made with Specialized Food Services Co. (SFS), where the current Vice-Chairman, Mr. Saied Ahmed Saied Basamh have direct interest in it. This agreement to distribute specific SADAFCO products by SFS in the Foodservice channel without preferential terms. These transactions for the short fiscal year from 01-04-2023 to 31-12-2023 had a total value of SAR 149,780. (Attached)
15- Voting on the participation of the current Vice-Chairman Mr. Saied Ahmed Saied Basamh in a business competing with the Company's business. (Attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members, noting that the voting is free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty service will be able to vote electronically on the General Assembly’s agenda. Electronic voting will start on Thursday at 1:00AM, 01-11-1445H Corresponding to 09-05-2024G, and will last until the end of the General assembly time.
Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | In case of any inquiries and shareholders questions on this meeting’s agenda items can be received through the Investors Relations Department’s email address at Email: [email protected].
Shareholders can also call: 0126293366 (Ext. 254) |
| Attached Documents | |
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