11 APR 2022
| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | The Board of Directors of Bahri is pleased to invite the Company’s shareholders to attend and to vote on the Extraordinary General Meeting which includes the increase of the company’s capital (First Meeting) via modern technology provided by Tadawulaty |
| City and Location of the Extraordinary General Assembly's Meeting | The company's headquarters in Riyadh- via modern technology provided by tadawulaty |
| URL for the Meeting Location | https://www.tadawulaty.com.sa |
| Date of the Extraordinary General Assembly's Meeting | 2022-05-16 Corresponding to 1443-10-15 |
| Time of the Extraordinary General Assembly's Meeting | 18:30 |
| 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, shareholders need to register/sign in online to attend and vote by using tadawulaty at the meeting as per the rules and regulations. |
| Quorum for Convening the General Assembly's Meeting | The Extraordinary General Meeting shall be valid only if attended by shareholders representing at least 50% of the Share Capital according to article (27) 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 end of the scheduled time for the first meeting. The second meeting shall be valid if attended by at least 25% of the share capital. |
| Meeting Agenda | 1- Voting on the report of the Board of Directors for the fiscal year ended 31/12/2021.
2- Voting on the auditor report for the fiscal year ended 31/12/2021.
3- Voting on the consolidated financial statements for the fiscal year ended 31/12/2021.
4- Voting on the discharge of the Board of Directors members for the fiscal year 2021.
5- Voting on the payment of an amount of SAR (4,120,000) as a remuneration for the members of the Board of Directors, for the fiscal year ending on 31/12/2021
6- 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 2022, in addition to Q1 2023 financial statements, as well as determining their fees.
7- Voting on the Board of Directors' mandate to distribute quarterly or semi-annual dividends for the fiscal year 2022.
8- Voting on the recommendation of the board of directors not to distribute dividends to shareholders for the second half of 2021.
9- Voting on the recommendation of the board of directors regarding the increase of the Company's capital by granting bonus shares to the shareholders of the Company according to the following: • Capital before increase: SAR (3,937,500,000) • Capital after increase: SAR (4,921,875,000) • Increase percentage: (25%) at the rate of one bonus share for every four shares held • Number of shares before increase: (393,750,000) shares • Number of shares after increase: (492,187,500) shares • This recommendation aims to strengthen the capital base of the company to be matched with the size of company assets and future projects. • The capital will be increased by capitalizing SAR (984,375,000) from the Statutory Reserve. • The eligibility date of the bonus shares for the Company’s shareholders who own the shares will be at the day of the Extraordinary General Assembly and who are registered in the Company’s shareholders register with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the eligibility date. In the event of any bonus shares having fractions, these will be consolidated in one portfolio for all shareholders and sold at the market price, then their value will be distributed to the eligible shareholders for the grant, each according to his/her/it share within a period not exceeding (30) days from the date of determining the shares due to each shareholder. • Amending Article (6) of the Company's By-Laws concerning the Capital (Attached) • Amending Article (7) of the Company's By-Laws concerning the Subscription in Shares (Attached)
10- Voting on delegating the Board of Directors with the authority of the General Assembly relating to the permission mentioned in Paragraph (1) of Article 71 of the Companies Bylaw, for a period of one year from the date of approval of the General Assembly or until the end of the term of Delegated Board of Directors, whichever is earlier and in accordance with the conditions mentioned in the related regulations. |
| Proxy Form | |
| 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 1443-10-11 H Corresponding 2022-5-12 G at (10:00) a.m. , the voting will end at (7:00) p.m. on the same day of the general assembly meeting. Please note that registration in Tadawulaty service and voting is provided free of charge on the following link:
www.tadawulaty.com.sa |
| 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 ext 232 Fax No.: 011-4778036 Email: [email protected] |
| Attached Documents | Document 1 – Document 2 |