Jamjoom Pharmaceuticals Factory Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the ( First Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Jamjoom Pharmaceuticals Factory Company (“Company”) is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First Meeting), which is scheduled to be held at Seven (7:00) PM) on Tuesday 4/06/2024G corresponding to 27/11/1445 H from the Company’s headquarter in Jeddah, online via Tadawulaty Platform (http://tadawulaty.com.sa). |
| City and Location of the General Assembly's Meeting | Online via Tadawulaty Platform at the headquarters of the Company in the city of Jeddah |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-06-04 Corresponding to 1445-11-27 |
| 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 | 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 Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid if attended by shareholders representing at least one-quarter of the Company’s capital. |
| General Assembly Meeting Agenda | 1.Review and discuss the Board of Directors' report for the fiscal year ended 31/12/2023
2.Vote on the Company’s Auditor's report for the fiscal year ended 31/12/2023 after discussing it.
3.Review and discuss the financial statements for the fiscal year ended 31/12/2023.
4.Vote on absolving the liabilities of the members of the Board of Directors for the fiscal year ended 31/12/2023.
5.Vote on increasing the audit fees for KPMG Professional Consulting, based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second, third quarters and the annual financial statements for the fiscal year 2023, as well as the first quarter for the fiscal year 2024. This increase is attributed to the reasons provided by the auditors, which are: 1- The increase in the company's operations and the increase in the size of samples and the necessary procedures to be carried out, including additional examination procedures to cover high risks and the waiting time taken to obtain examination requirements. 2- Discussions with the executive management regarding the audit differences discovered during the audit process, which took additional time and effort by the auditors until they were resolved with the management. 3- Technical query regarding the International Financial Reporting Standard (IFRS) 15, which includes preparation and gathering of all information and facts, research, discussion, and final conclusion. The initially approved fees amount to 500,000 Saudi Riyals, the increase amount is 175,000 Saudi Riyals, and the increase percentage is 35%, thus the total fees become 675,000 Saudi Riyals (attached).
6.Vote on appointing the Company's auditors from among the candidates based on the Audit Committee's recommendation, to examine, review and audit the financial statements for the second, third quarters and the annual financial statements for the fiscal year 2024, as well as the first quarter for the fiscal year 2025, and to determine their fees.
7.Vote on the remunerations for the members of the Board of Directors and the Committees emanating from the Board of Directors, amounting to 2,324,500 Saudi Riyals for the fiscal year ended 31/12/2023.
8.Voting on the Board of Directors’ recommendation to distribute cash dividends in the amount of (105,000,000) one hundred and five million Saudi riyals to shareholders for the second half of the year 2023G, at a rate of SAR 1.5 per share (equivalent to 15% of the nominal value of the share) in addition to what was distributed for the first half of the year 2023G in the amount of SAR (70,000,000) seventy million riyals, thus the total dividends distributed and proposed to be distributed for the year ending on 31/12/2023G is SAR 175,000,000 (equivalent to 25% of the nominal value of the share) and amounting to SAR 2.5 per share. The entitlement will be for shareholders owning shares at the end of the trading day of the General Assembly and registered in the company’s shareholder register at the Securities Depositary Center (Edaa) at the end of the second trading day following the entitlement date. The date of dividend distribution will be announced later.
9.Vote on authorizing the Board of Directors to distribute interim dividends on a semi/quarterly basis for the fiscal year 2024.
10.Vote on amending Article (3) of the company's bylaws basic statute related to the (purposes of the Company) (attached).
11.Vote on adding Article (11) to the company's bylaws related to (the company's purchase of its shares and shares allocated to employees) (attached).
12.Vote on amending Article (eleventh) of the company's bylaws related to (capital increase) and renumbering it to Article (Twelve).(attached).
13.Vote on the company's shareholder rights policy (attached).
14. Vote on the contracts and dealings conducted between the Company and Jamjoom Medicine Store, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom and Ms. Alaa Yousuf Jamjoom have a direct interest, and the Board Member Mr. Yousuf Mohammed Salah Jamjoom has an indirect interest. This involves a sales agreement for pharmaceutical products to be distributed to customers under prevailing commercial terms without preferential benefits, noting that the contractual transaction value for the year 2023 amounted to 609,295,532 Saudi Riyals.
15.Vote on the contracts and dealings conducted between the Company and Jamjoom Medicine Store, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom and Ms. Alaa Yousuf Jamjoom have a direct interest, and the Board Member Mr. Yousuf Mohammed Salah Jamjoom has an indirect interest. This pertains to the distribution commission based on the distribution agreement for pharmaceutical products to be distributed to customers without preferential benefits, noting that the distribution commission value for the year 2023 amounted to 3,146,333 Saudi Riyals .
16.Vote on the contracts and dealings conducted between the Company and Jamjoom Printing Establishment, in which Board Member Mr. Yousuf Mohammed Salah Jamjoom has a direct interest as the sole owner, while Mr. Mohammed Yousuf Jamjoom, Mr. Ahmed Yousuf Jamjoom, Mr. Mahmoud Yousuf Jamjoom, and Ms. Alaa Yousuf Jamjoom have an indirect interest. This includes providing printing services, particularly packaging materials (publications), under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2023 amounted to 7,424,023 Saudi Riyals.
17.Vote on the contracts and dealings conducted between the Company and Jamjoom General Agencies, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board, Mr. Ahmed Yousuf Jamjoom, and Board Members Mr. Mohammed Yousuf Jamjoom and Ms. Alaa Yousuf Jamjoom have a direct interest in. While the board member Mr. Yousuf Mohammed Salah Jamjoom, has an indirect interest. This involves procuring brand reminder items under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2023 amounted to 444,515 Saudi Riyals.
18.Vote on the contracts and dealings conducted between the Company and Tegan Al-Fateh Factory Company Limited, in which Board Member Mr. Yousuf Mohammed Salah Jamjoom has an indirect interest. This involves an agreement to provide printing services (small cardboard boxes for medicines) under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2023 amounted to 20,529,024 Saudi Riyals.
19.Vote on the contracts and dealings conducted between the Company and Dream Sky Travel and Tourism Agency, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom has an indirect interest. This involves providing travel booking services under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2023 amounted to 11,244,436 Saudi Riyals.
20.Vote on the contracts and dealings that will be conducted between the Company and Dream Sky Travel and Tourism Agency, in which the Chairman of the Board, Mr. Mahmoud Yousuf Jamjoom has an indirect interest. This involves providing advance payments for the year 2024 for travel booking services under prevailing commercial terms without preferential benefits, noting that the transaction value for the year 2023 amounted to 11,244,436 Saudi Riyals, and an advance payment of 4,553,644 Saudi Riyals has been paid for transaction for the year 2024.
21.Vote on the contracts and dealings that took place between the Company and Jamjoom Algeria Lidawa, in which the Chairman of the Board Mr. Mahmoud Yousuf Jamjoom, the Vice Chairman of the Board Mr. Ahmed Yousuf Jamjoom, and the Board Member, Mr. Mohammed Yousuf Jamjoom, have an indirect interest. These transactions are for the purpose of operational expenses for the joint venture, under prevailing commercial terms and without preferential benefits, noting that the value of expenses for the year 2023 amounted to 821,147 Saudi Riyals. |
| 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 the Tadawulaty services will be able to vote remotely on the assembly’s agenda. Electronic voting will starting at 1:00AM on Friday 31/05/2024G corresponding to 23/11/1445 H and will last until the end of General assembly time. Please note that registration in Tadawulaty services and voting is free of charge for all shareholders Via the following link:
www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For any questions, kindly contact the Investor Relations Department during business hours from 09:00 AM to 05:00 PM at:
Tel: +966 12 614 0099 ext. 3313 Mobile: +966 50 985 3577 Email: [email protected] |
| Attached Documents |
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