| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al Hammadi holding is pleased to announce the results of the Extraordinary General Assembly Meeting (First Meeting) |
| City and Location of the General Assembly’s Meeting | Riyadh City – using Tadawulaty system |
| Date of the General Assembly’s Meeting | 2024-06-30 Corresponding to 1445-12-24 |
| Time of the General Assembly’s Meeting | 20:25 |
| Percentage of Attending Shareholders | 58,8% |
| Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees | The following Board Members attended the meeting:1. Dr. Abdulaziz Mohammed Alhammadi (Chairman)2. Mr. Mohammed Saleh Alhammadi (Deputy Chairman)3. Dr. Abdulaziz Saleh Alhammadi (Board Member)4. Mr. Aziz Mohammed Algahtani (Board Member)5. Mr. Fahad Suliman Alnuhait (Board Member)6. Mr. Saad Abdulmohsen Alhamidi (Board Member)7. Dr. Nasser Hamd Binsaif (Board Member)Absence:Dr. Ahmed Ibraheem Alsagheir (Board Member) |
| Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Members of such Committees Attending on Their Behalf | The following Committees’ Chairmen attended the meeting:1. Mr. Aziz Mohammed Algahtani (Chairman of the Audit Committee)2. Mr. Saad Abdulmohsen Alhamidi (Chairman of the Nomination and Remuneration Committee) |
| Voting Results on the Items of the General Assembly’s Meeting Agenda’s | 1. Reviewed and discussed the report of the Board of Directors for the fiscal year ended December 31, 2023 AD.2. Reviewed and discussed the company’s financial statements for the fiscal year ended December 31, 2023 AD.3. Approved the independent auditor’s report for the fiscal year ended December 31, 2023 AD.4. Approved appointing BDO Dr.Muhammed Al-Amri & co. independent auditor from the candidates based on the recommendations of the Audit Committee for the audit and review of the financial statements for the second and third quarters and the annual statements for the year 2024 AD and the first quarter of the year 2025 AD with total fees of (1,051,100) SAR.5. Approved to release the members of the Board of Directors from liability for their management during the fiscal year ended December 31, 2023 AD.6. Approved the amendment of the company’s Articles of Association to conform to the new Companies Law, and rearranging and numbering the Articles of Association to conform to the proposed amendments.7. Approved the amendment of Article (6) of the company’s Articles of Association related to duration of the company.8. Approved the amendment of Article (21) of the company’s Articles of Association related to powers of the board.9. Approved the amendment of Article (23) of the company’s Articles of Association related to powers of the Chairman, Vice Chairman, Managing Director, and Secretary.10. Approved the payment of bonuses to the members of the Board of Directors for the fiscal year ended December 31, 2023 AD, with a total amount of (1,600,000) Riyals.11. Approved delegating the Board of Directors with the authority to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2024 AD.12. Approved delegating the of Board of Directors with the authority of the Ordinary General Assembly with the authorization contained in Paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the delegated Board of Directors session, whichever is earlier, in accordance with the conditions contained in the Implementing Regulations of the Companies Law for Listed Joint Stock Companies.13. Approved transferring the balance of the statutory reserve amounting to (67,355,941) riyals as in the financial statements for the year ended December 31, 2023 AD to a general reserve.14. Approved the transactions that will be carried out between the company and Aziz Company for Contracting and Industrial Investment, in which the Chairman of the Board of Directors, Dr. Abdulaziz Mohammad Al Hammadi, and the Vice Chairman of the Board, Mr. Mohammad Saleh Al Hammadi, and the board member Dr. Abdulaziz Saleh Al Hammadi have an indirect interest in them, noting that the nature of the transaction consists of purchase orders for support and supply services, and the value of the transaction during the previous year 2023 AD amounted to (531,163) Riyals, noting that there are no preferential terms.15. Approved the transactions that will be carried out between the company and Al Hammadi for Information Technology Establishment, in which the Vice Chairman of the Board, Mr. Mohammad Saleh Al Hammadi, has an indirect interest, the Chairman of the Board, Dr. Abdulaziz Mohammad Al Hammadi, and the members of the Board, Dr. Abdulaziz Saleh Al Hammadi have an indirect interest, noting that the nature of the transactions is purchase orders for technical services, and the value of the transactions during the previous year 2023 AD amounted to (956,189) Riyals, noting that there are no preferential terms.16. Approved the transactions that will be carried out between the company and Artal Food Trading Establishment, in which the Board member, Dr. Nasser Hamad Binsaif, has an indirect interest, noting that the nature of the transactions is purchase orders for support and supply services, and the value of the transactions during the previous year 2023 AD amounted to (5,732,306) Riyals, noting that there are no preferential terms. |
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