Saudi Paper Manufacturing Co. calls its shareholders to attend the Extraordinary General Assembly meeting which include the Increase of the company’s capital(first meeting ).
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Saudi Paper Manufacturing Company is pleased to invite the honorable shareholders to participate and vote in the extraordinary general assembly meeting, which includes increasing the company’s capital (the first meeting), which is scheduled to be held through modern technological means, God Almighty willing, at 7:00 pm on Thursday, 04/25/2024 AD. Corresponding to 10/16/1445 AH |
| City and Location of the Extraordinary General Assembly's Meeting | The main center in Dammam - using modern technology |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-04-25 Corresponding to 1445-10-16 |
| Time of the General Assembly’s Meeting | 19:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Every shareholder registered in the company’s shareholder registry at the Depository Center has the right to attend at the end of the trading session that precedes the general assembly meeting in accordance with the rules and regulations. |
| Quorum for Convening the General Assembly's Meeting | According to Article (35) of the company’s bylaws, for the extraordinary general assembly to be valid, a number of shareholders representing at least half (50%) of the company’s capital must be present for the first meeting, and the second meeting will be held one hour after the first meeting (in the event that a quorum is not reached). Attendance at the first meeting) The second meeting is valid if attended by a number of shareholders representing at least a quarter (25%) of the company’s capital. |
| Meeting Agenda | 1- Reviewing the Board of Directors’ report for the financial year ending on 12/31/2023 AD and discussing it.
2- Vote on the company’s auditor’s report for the financial year ending on 12/31/2023 AD after discussing it. 3- Review and discuss the financial statements for the fiscal year ending on December 31, 2023 4- Vote on the Board of Directors’ recommendation to distribute cash dividends in the amount of (16,850,000) Saudi riyals to shareholders for the third quarter of the fiscal year ending on December 31, 2023, at (0.5) half a riyal per share, which represents (5%) of the nominal value of one share. Eligibility shall be for shareholders who own shares at the end of trading on the day of the General Assembly and who are registered in the company’s shareholder registry with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the entitlement date, provided that the distribution of dividends begins on Thursday on: 05/09/ 2024 AD 5- Voting on the business and contracts concluded between the company and the East Gas Company, in which the member of the Board of Directors / Abdulaziz bin Raed Al-Mishaal has an indirect interest, which is a gas services contract in the amount of 8,428,277.64 riyals in the year 2023 AD, according to the prevailing commercial conditions and there are no preferential terms. 6- Vote on amending the work regulations of the Audit Committee (attached). 7- Voting on the members of the Board of Directors from among the other upcoming members, which begins on the date: 04/27/2024 AD and lasts for three years, until it ends on 04/26/2027 AD (CVs of the candidates are attached). 8- Vote on disbursing an amount of (1,968,000 riyals) as a reward to members of the Board of Directors and its committees emanating from the fiscal year ending in 2023 AD. 9- Vote on amending the company’s bylaws in accordance with the new companies’ bylaws, and rearranging and numbering the bylaws’ articles; To comply with the proposed amendments(attached). 10- Vote on the Board of Directors’ recommendation to increase the company’s capital by granting free shares to shareholders worth 33,700,000 Saudi riyals, according to the following: The nominal value of the capital before the increase: 337,000,000 Saudi riyals, the nominal value of the capital after the increase: 370,700,000 Saudi riyals, the total amount of the capital increase. Money: 33,700,000 Saudi Riyals, Number of shares before the increase: 33,700,000 shares, Number of shares after the increase: 37,070,000 shares, Percentage of capital increase: 10%, Reasons for increasing capital: This comes within the company’s objectives to support the capital base in a way that contributes to enhancing growth plans. future growth and maximizing total returns to shareholders Number of shares granted for each share: One share granted for every ten shares owned. The value and nature of the reserves that will be used in the capitalization issue: The value of the capital increase will be financed by capitalizing part of the retained earnings balance in the amount of (33,700,000) riyals. Eligibility date: If At the extraordinary general assembly meeting, the company’s shareholders agreed to increase the capital. Eligibility will go to shareholders who own shares at the end of trading on the day of the extraordinary general assembly and who are registered in the company’s shareholder register at the Edaa Securities Center Company (Depository Center). At the end of the second trading day following the date of the Extraordinary General Assembly, details of the method of dealing with fractional shares: In the event that there are fractional shares, the fractions will be collected in one wallet for all shareholders and sold at the market price, then their value will be distributed among the shareholders entitled to the grant, each according to their share within a period of no more than Amending Article (7) of the company’s bylaws related to capital. 11- Vote on the Board of Directors’ recommendation to transfer the entire balance of the statutory reserve in the amount of: (15,340,512) Saudi riyals as in the financial statements ending on 12/31/2023 AD to the retained earnings item. 12- Vote on delegating the authority of the Ordinary General Assembly to the Board of Directors with the license stipulated in Paragraph (1) of Article (27) of the Companies Law for a period of one year from the date of the General Assembly’s approval or until the end of the session of the delegated Board of Directors, whichever comes first, in accordance with the conditions contained in the executive regulations of the Law. Private companies of listed joint stock companies. 13- Vote on appointing the company’s auditor from among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the financial statements for the second, third and fourth quarters and the audited annual financial statements from the fiscal year 2024 and the first quarter of the fiscal year 2025 and determine his fees. |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholder has the right to register attendance at the assembly meeting, which ends at the time of the assembly meeting. In addition to the right to vote on the assembly’s items for the attendees, which ends when the sorting committee finishes counting the votes. The shareholder also has the right to discuss the topics on the assembly’s agenda and ask questions. |
| Details of the electronic voting on the Assembly’s agenda | Dear shareholders registered in Tadawulati services, can vote remotely on the assembly’s items, starting at one o’clock in the morning on Sunday 10/12/1445 AH, corresponding to 4/21/2024 AD, until the end of the meeting time. Registration and voting in Tadawulati services will be available and free for all shareholders by using the link. Next: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | If you have any inquiries, please contact Investor Relations during the company’s official working hours or via email
the phone: +966 13 8121016 : EXT: 1042
E-mail : |
| Attached Documents | |
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