05 APR 2021
|Introduction||The Board of Directors of Bahri is pleased to invite the Company’s shareholders to attend the Ordinary General Meeting number (46) via modern technology provided by Tadawulaty to ensure the safety of dealers in Stock Exchange Market, in the context of supporting the preventive and precautionary efforts conducted by relevant authorities to address the new Corona Virus (COVID-19) and as an extension of the continuous efforts exerted by all governmental authorities in Kingdom of Saudi Arabia in taking the necessary preventive measures to curb its spread.|
|City and Location of the General Assembly's Meeting||The company's headquarters in Riyadh- via modern technology|
|URL for the Meeting Location||https://www.tadawulaty.com.sa|
|Date of the General Assembly's Meeting||2021-04-26 Corresponding to 1442-09-14|
|Time of the General Assembly's Meeting||21:45|
|Attendance Eligibility||The eligibility to attend the Meeting , will be for shareholders registered in the Company share registry at the Depository Center as of the end of trading prior to the Meeting day, and as per the rules and regulations.|
|Quorum for Convening the General Assembly's Meeting||The Ordinary General Meeting shall be valid only if attended by shareholders representing at least 25% of the Share Capital according to article (25) of the company’s bylaw. In case of non-completion of the quorum at this meeting, a second meeting will be held after one hour of the scheduled time for the first meeting. The second meeting shall be valid regardless of the number of shares represented.|
|General Assembly Meeting Agenda||1- Voting on the report of the Board of Directors for the fiscal year ended 31/12/2020.
2- Voting on the auditor report for the fiscal year ended 31/12/2020.
3- Voting on the consolidated financial statements for the fiscal year ended 31/12/2020.
4- Voting on the discharge of the Board of Directors members for the fiscal year ended 31/12/2020.
5- Voting on the recommendation of the Audit Committee, on the appointment of the auditor, from among nominees, to audit the quarterly (Q2, Q3 and Q4) and annual financial statements for 2021, in addition to Q1 2022 financial statements, as well as determining their fees.
6- Voting on the recommendation of the Board of Directors to distribute cash dividends to shareholders for the second half of 2020 amounting to (SR 393,750,000) at (SR 1) per share representing (10%) of the book value per share. The dividends entitlement date is the general assembly date and is to be distributed to shareholders who own shares at the closing time on the general assembly meeting date and are registered in the Depository Center at the end of the second trading day following the date of the general assembly. The date of dividends distribution will be determined later after the company's general assembly approves this recommendation.
7- Voting on the Board of Directors' mandate to distribute quarterly or semi-annual dividends for the fiscal year 2021.
8- Voting on the recommendation of the board of directors with regards to the new dividends policy for year 2020, 2021 and 2022 as the following :
Bahri targets to pay SAR 1.00 per share semiannually for the next 3 years starting from 2020. The dividend policy will remain subject to change based on any material changes in the strategy , high volatility on shipping’s international prices or any, funding that the company may be bound to follow .
9- Voting on the suspension of allocating 10% of the net income to the statutory reserve since it has exceeded 30% of capital.
10- Voting on the transactions and contracts between the company and the Saudi Electricity Company where the board member Abdulmalik Alhogail has indirect interest since he was a board member in the Saudi Electricity Company, it consist of Customs clearance contract and transportation of heavy weight materials in the ordinary course of business and no preferential advantages were given, the total amount of the year 2020 was SAR 5 million (attached).
11- Voting on the transactions and contracts between the company and Saudi Electricity Company where the board member Abdulmalik Alhogail has indirect interest since he was a board member in the Saudi Electricity Company. It consists of customs clearance contract and transportation of lightweight in the ordinary course of business and no preferential advantages were given. The total amount of dealing during the year 2020 was SAR 175 million (attached)
|E-Vote||The shareholders may remotely vote on the General Assembly Meeting’s agenda via (E-voting service) through Tadawulaty website. The remote voting will start on Thursday 10/09/1442 H Corresponding to 22/04/2021 G at (10:00) AM, and the voting will end once the Ordinary General Meeting ended. Please note that registration in Tadawulaty service and voting is provided free of charge on the following link:
|Eligibility for Attendance Registration and Voting||The right to attend the Meeting ends before the beginning of the meeting, and the right to vote ends once the voting sorts has concluded.|
|Method of Communication||For any inquiries, please contact Investor Relations Department at:
Telephone No.: 011-4785454
Fax No.: 011-4778036
Email: [email protected]