Rabigh Refining and Petrochemical Company invites its shareholders to attend the extraordinary general assembly meeting which includes the decrease of the Company’s capital (first meeting)
| Element List | Explanation |
|---|---|
| Introduction | The board of directors of Rabigh Refining and Petrochemical Company (“Petro Rabigh” or the “Company”) is pleased to invite its shareholders to attend and vote at its extraordinary general assembly meeting (the “EGM”) scheduled at 18:30 pm on Sunday evening 10/10/1447H (corresponding to 29/03/2026G), which includes the decrease of the Company’s capital (first meeting), by personal attendance, and remotely by means of contemporary technology using the Tadawulaty platform. |
| City and Location of the Extraordinary General Assembly's Meeting | In person at the Petro Rabigh Residential Area – Al Murjan Hall in Rabigh Governorate, and via modern technological means using the Tadawulati system. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-03-29 Corresponding to 1447-10-10 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Attendance in-person and 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 meeting of the Extraordinary General Assembly shall not be valid unless attended by shareholders representing at least two‑thirds (2/3) of the shares carrying voting rights. If the required quorum for convening the first meeting is not met, a second meeting will be held one hour after the time specified for the first meeting, and the second meeting shall be valid if attended by shareholders representing at least one‑quarter (1/4) of the shares carrying voting rights. |
| Meeting Agenda | First: Voting on the boards recommendation to reduce the Companys share capital in accordance with the following:
- Share capital before the reduction: SAR 21,973,649,980 - Share capital after the reduction: SAR 16,709,999,980 - Share capital of Class A before the reduction: SAR 16,710,000,000 - Share capital of Class A after the reduction: SAR 11,446,350,000 - Percentage of capital reduction: The reduction represents 23.95% of the current share capital, while the reduction percentage relating only to the share capital represented by Class (A) ordinary shares represents 31.50%. - Number of shares before the reduction: 2,197,364,998 - Number of shares after the reduction: 2,197,364,998 - Method of capital reduction: Reduction of the share capital by an amount of SAR 5,263,650,000 through reducing the nominal value of the Class (A) ordinary share from ten (10) Saudi Riyals to six Saudi Riyals and eighty‑five halalas (6.85). - Reason for the reduction: To reduce the accumulated losses. - Effective date of the reduction: If this item is approved, the reduction resolution shall be effective with respect to the Companys shareholders holding Class (A) shares on the date of the Extraordinary General Assembly, who are registered in the Companys shareholders register maintained by the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the Extraordinary General Assembly at which the capital reduction is approved. - Impact of the capital reduction on the Companys obligations: The Company has appointed PricewaterhouseCoopers, Certified Public Accountants, to issue an independent practitioner limited assurance report on the Board of Directors statement prepared in relation to the capital reduction, which sets out the reasons for the reduction and its expected impact on the Companys obligations and total shareholders’ equity. Based on this statement, the capital reduction will have no impact on the Companys obligations or total shareholders equity. • Amending Article (9) of the Company’s bylaws relating to share capital (attached), and • Amending Article (10) of the bylaws relating to subscription for shares (attached).
Second: Voting on the Board of Directors resolution to appoint Hamad Al Daghreer as a non‑executive Board member, effective from 9 October 2025, to complete the current Board term until the end of the current Board term on 2 November 2027, in replacement of Board member Noriaki Takeshita (non‑executive) (attached).
Third: Voting on the Board of Directors resolution to appoint Abdullah Al-Suwailem as a non‑executive Board member, effective from 9 October 2025, to complete the current Board term until the end of the current Board term on 2 November 2027, in replacement of Board member Tetsuo Takahashi (non‑executive) (attached). |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the items listed on the agenda of the EGM and to pose questions during the EGM meeting. All shareholders who are registered in Tadawulaty will be able to remotely vote on the EGM’s agenda items or vote in person in accordance with the assembly procedures. |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty can vote electronically on the EGM’s agenda items starting from 1:00 am on Wednesday (6/10/1447H) (corresponding to 25/03/2026G) until the vote collection committee concludes its work. Registering and voting through Tadawulaty services is available free of charge to all shareholders through this link www.tadawulaty.com.sa. |
| Method of Communication in Case of Any Enquiries | For any further inquiries regarding any of the EGM’s agenda items, please contact the Investors Relations Department during working hours on the phone number: +966 (12) 425 1234 or through email on: [email protected]. |
| Additional Information | The Company also notes the publication of the Shareholders’ Circular issued in relation to the Capital Decrease, attached herein, which has been prepared by the Company for the purpose of providing information relating to the Capital Decrease to the Company’s shareholders in order to enable them to make an informed decision when voting at the Capital Decrease EGM.
The members of the Board of Directors of the Company emphasize the importance of the shareholders reading carefully reviewing all of the information contained in the Shareholders’ Circular before making their decision regarding the vote on the Capital Decrease resolution. In the event that any shareholder is in doubt as to the action to be taken when voting at the extraordinary general assembly relating to the Capital Decrease, such shareholder should obtain independent financial advice from an independent financial advisor licensed by the Capital Market Authority.
In the event that in-person attendance is delegated by proxy, the Company notes that the proxy procedures and authentication requirements stipulated in the Implementing Regulations of the Companies Law for listed joint-stock companies must be followed. This includes the requirement to submit the proxy to the Company at least two days prior to the date of the EGM and to present the original proxy before the commencement of the meeting. All attendees must bring proof of identity and arrive sufficiently early before the scheduled time of the EGM to complete the registration procedures. |
| Attached Documents | |
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