Almarai Company Invites its Shareholders to the Extraordinary General Assembly Meeting. (First Meeting) (Reminder)

Transcription

1. M — (,9:de Almarai V— 01 2018 April Almarai Company invites its shareholders Extraordinary General to the Assembly Meeting. (First Meeting) (Reminder) The Board of Directors of Almarai pleased Company, to invite the shareholders to the which will be held in at 7:30 pm, at the Riyadh Holiday a Saudi Joint Stock Extraordinary General Inn Al lzdihar Hotel (httpszllgoog|/maps/GZU9Mh7tho) forthe - Company, are Assembly Meeting, Hall 3 9 on April, 2018 following agenda; Report for the fiscal year ending 31 December, 2017. 1- To vote on the Auditors 2- To vote on the consolidated Financial Statements for the fiscal year ending 31 December, 2017. Report for the fiscal year ending 31 December, 2017. To vote on the Board 4- To vote on the recommendation of the Board of Directors to pay 3- the fiscal year ending 750 million (This based on 31 December, proposed 1,000 million shares), for shareholders registered after the date of the at the market 5- closing of the General payment will Assembly, the Extraordinary General Assembly Meeting on 9 by 9 April, 2018. approval days of from April, 2018. the recommendation of the Board of Directors, to candidates submitted on working day and it will be will be within 15 Extraordinary on second be confirmed after the the To vote capital share, at the Securities Extraordinary General Assembly Meeting The date of the cash dividend dividend, for 2017, of SAR 0.75 per share totalling SAR cash dividend represents 7.5% of the Depository Center Company a appoint from the the Audit Committee auditors to audit the Financial Statements of the fiscal year 2018 and to review the first quarter Interim Financial Statements of the fiscal year 2019. Furthermore, to determine their fees. 6- To release Board of Directors members from liability for the fiscal year ending 31 December, 2017. 7- To vote on the directors remuneration amounting in total to SAR 1,800,000 where SAR 200,000 will be distributed to each director the financial year ending on a pro—rated basis for 31 December, 2017. 1|Page
2. affal Almarai V — 8- To vote on a managerial contract with commercial terms between Almarai a value of SAR 864,000 at the Company prevailing and Al Kabeer Farms in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman of the Board of Directors, has 9- To vote on a interest and to obtain an feed between Almarai purchase Company approval for the next year. contract at the prevailing commercial terms and Al Kabeer Farms in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman of the Board of Directors, has an interest and to obtain that the value of the approval same for the next year contract for 2017 SAR taking into consideration 55,626,000 at the prevailing terms and conditions. 10- To vote on a lease agreement of Towdihia Dairy Farm and conditions between Almarai at the prevailing terms heirs of Prince Mohammed Company and the bin Saud Al Kabeer in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman of the Board of Directors, has approval for the next year taking an interest and to obtain into consideration that the rent for 2017 was totalled SAR 813,000. 11- To vote on the a catering between Almarai services contract at the Company and Al Nafoura prevailing Catering commercial terms in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman of the Board of Directors, has an interest and to obtain approval for the next year taking into consideration that the value for 2017 amounted to SAR 393,000. 12- To vote Almarai on an insurance contract at the Company prevailing commercial terms between and Arabian Shield Insurance Co., in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman ofthe Board of Directors, has an interest and to obtain that the payments approval for the next yeartaking into consideration for the insurance contract totalled SAR 115,181,000 for the year ended 31 December 2017. 13— To vote on Insurance Sukuk dividend payment for the year 2017 to Arabian Shield Co., in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman of the Board of Directors, has an interest and to obtain approval for 2|Page
3. ml Almarai V — the next year taking into consideration that the total dividend payment for 2017 amounted to SAR 98,000. Arabian Shield Insurance Co. holds under the a prevailing terms total amount of SAR 3.0 million in Almarai Sukuk being and conditions traded during the period of seven years (2012 to 2019). 14- To vote confirmation of the Sukuk dividend on Yamama Cement Company, payment the year 2017 to in which HH Prince Sultan bin Mohammed bin Saud Al Kabeer, Chairman ofthe Board of Directors, and Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer have the next year taking an interest and to obtain approval for into consideration that the total dividend amounted to SAR 1,581,000 in 2017. Yamama Cement Company holds under the SAR 50.0 million of Almarai issued sukuk prevailing payment terms and conditions being traded during a five year period (2013 to 2018). 15- To vote on the Telecommunication services contracts under the commercial terms. between Almarai Company Company and Mobile Telecommunication Saudi Arabia (Zain), in which the board member Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer has approval prevailing for the next year taking an interest and to obtain and into consideration that the contract value for 2017 amounted to SAR 839,000. 16- To vote and to obtain forthe next year on the lease contract underthe commercial terms between Almarai Company and Muhanna. The lease is for Almarai’s twenty years starting 10 on April, Mr. Abdulaziz bin Ibrahim Al Depot inSharjah, 2001 to 9th April, prevailing UAE. The lease term is 2021. The rental value was SAR 173,000 for 2017. 17- To vote on a publishing for Al-Jazirah Press, services contract at the Printing and Publishing, Abdulrahman bin Abdulaziz Al Muhanna has for the next year taking prevailing commercial terms in which the board member Mr. an interest and to obtain approval into consideration that the contract amount was SAR 139,000 for fiscal year 2017. 18- To vote on a feed between Almarai purchase contract under the prevailing terms and Company and Arab Company for conditions Agricultural Services 3|Page
4. m : Almarai V— (Arasco), in which the board member Mr. Abdulrahman bin Abdulaziz Al Muhanna has an interest and to obtain approval for the next year taking into consideration that the contract value for 2017 amounted to SAR 4,228,000. 19- To vote on the Sales contract under the between Almarai and Panda Retail Company terms and conditions prevailing in which Savola Company Group, one ofAlmarai’s main shareholders and who is represented in the board of directors, holds significant shares, Savola board representatives AI Muhaideb, Engr. Rayan and to obtain approval for the next year. at Almarai include: Mr. Suliman bin Abdulkader bin Mohammed Fayez Engr. and Mr. Bader bin Abdullah Al lssa. The contract value for 2017 amounted to SAR 640,247,000. 20-To vote on a sugar purchase contract between Almarai and United Company Sugar Co. in which Savola Group, one of Almarai’s main shareholders and who is represented in the board of directors, holds significant shares, and to obtain approval forthe next year. Savola board representatives at Almarai include: Mr. Suliman bin Abdulkader Al Muhaideb, Engr. Rayan bin Mohammed Mr. Bader bin Abdullah Al lssa. The contract value for 2017 Fayez and represented purchases of SAR 106,313,000. 21- To vote terms soya bean oil on a between whichSavola represented approval Almarai Group, purchase Company contract at the of Almarai's one Afia and main in the board of directors, holds for the next year.holds a International Company in shareholders and who is significant shares; significant. Savola board Fayez and and to obtain representatives Almarai include: Mr. Suliman bin Abdulkader Al Muhaideb, Mohammed commercial prevailing Engr. Rayan Mr. Bader bin Abdullah Al lssa. The total at bin purchases amounted to SAR 8,000 in 2017 22- To vote on a financial services contract under the conditions between Almarai in which the board member The previous Company and JP. Morgan prevailing terms and Saudi Arabia Limited, Engr. Rayan bin Mohammed Fayez has an interest. year contract was SAR 5,398,000 by the prevailing commercial terms. 4|Page
5. affair Almarai V — 23- To vote contract at the banking services on a member Mr. Suliman bin AbdulkaderAl Muhaideb has approval for the next year contract amounted to SAR 24- To vote on the commercial terms Saudi British Bank (SABB) in which the board Company and between Almarai prevailing taking an interest and to obtain into consideration that the previous year’s 35,935,000. financing facility for the period (2016 2027) — terms and conditions between Almarai Company under the prevailing and Saudi British Bank (SABB), in which the board member Mr. Suliman bin Abdulkader Al Muhaideb has an interest and to obtain that the approval for the next yeartaking into consideration previous year financing 25- To vote on the Sukuk dividend amounted to SAR 1,242,095,000 payments that will be paid to Saudi British Bank (SABB), in which the board member Mr. Suliman bin Abdulkader Al Muhaideb has an interest and to obtain dividends paid prevailing for the next year. The to SABB totalled SAR terms 100,000,000, of approval a and conditions to 2020), and lastly an as SABB follows: period (2015 to 2022), 150,000,000, for the period (2013 to 2018), period (2013 14,940,000. SABB holds under the Sukuk sukuk issued for the previous year’s an amount of SAR amount of SAR an holds SAR amount of SAR 167,000,000, for the 50,000,000 for the period (2012 to 2019). 26- To vote on a banking services contract which between Almarai Banque Saudi Fransi, in which the board members Omran Mr. Bader bin Abdullah Al Issa, have Eng. an Company and Mosa bin Omran AI interest. Taking into consideration that the contract amounted to SAR 9,873,000 in 2017. 27- To vote on the financing for the period (2016 and conditions between Almarai the board members Eng. Abdullah Al lssa have an — 2019) under the prevailing Company and Banque Saudi Fransi, terms in which Mosa bin Omran Al Omran and Mr. Bader bin interest and to obtain into consideration that the bank financing approval forthe next yeartaking amounted to SAR 210,000,000 in 2017. 28-To vote on the Sukuk dividends payment that will be paid to Banque Saudi Fransi, in which the board members Eng. Mosa bin Omran Al Omran and Mr. 5|Page
6. mu Almarai V '— Bader bin Abdullah Al lssa has year. The previous interest and to obtain an year dividends totalled SAR 14,855,000. Fransi holds under the terms and conditions the prevailing 100,000,000 for the period (2015 sukuk’s. SAR 200,000,000, forthe period (2013 to 2018), period (2013 to 2020), and an 2022), Banque following an amount of SAR amount of SAR an to for the next approval Saudi Almarai amount of SAR 100,000,000 forthe 90,000,000 for the period (2012 to 2019). 29— To vote on the participation Al-Muhanna in a of Board Member Mr. Abdulrahman bin Abdulaziz competing activity Company forAgricultural competing company which engages in 31- To vote on the the Company’s as well as of the Arab Poultry segment. own he is a board member of Herfy Food Services Co. of up to 10 million shares and to allocate them within Participation Program (ESOP). This is to be financed by resources, and to authorize the Board of Directors to purchase in one or several tranches twelve months from the date of the as Board Member activity of the Company within the bakery segment. similar Share Employee the a purchase the complete a participation of Board Member Eng. Rayan Fayez’s participation 30- To vote on the a he is Services (Arasco) which engages in similar activities to those of Almarai within the in as over a maximum period of Extraordinary General Assembly resolution, to authorize the Board of Directors to determine the conditions of this program, including the allocation price for each share offered to the designated employees. 32- To vote on the Board of Directors' decision to bin Mohammed Moumina as a appoint Eng. member of the Board of Directors of the Company (non-executive member) replacing Engineer Rayan Anees bin Ahmed Bin Mohammed Hamed the outgoing Board Member, Fayez (non-executive member). Eng. Anees bin Ahmed bin Mohammed Moumina will continue the duration of his predecessor in the current session of the Board of Directors, which began on 7 August 2016 and ends on 6 August 2019. Each shareholder has the person or by proxy, right to subject to attend the General presentation of Assembly Meeting, corroborating whether in evidence (Commercial 6|Page
7. m : Almarai V— Registration if the shareholder is endorsed the Chamber of Commerce, the by Kingdom, provided attesting bank or that the company) a written power of licensed bank a authorizing Authorized Person, or a or or an account with the Persons licensed for The Authorization could be to another shareholder, other than of Directors Authorized Person in or an shareholder holds Notary public attorney an a attesting. member of the Board employee of the Company, to attend on their behalf. The shareholder or its proxy must deliver the original copy of the proxy letter to the least two Company at days priorto the assembly meeting, and the proxy shall present the original proxy letter priorto the assembly meeting. The shareholders who are registered in the Tadawulaty electronic General trading services Assembly can on April 05, 2018, on the items of the (electronic through Meeting, (httsz/wwwtadawu|aty.com.sa) vote remotely and note that the remote and continue until 04:00 PM on the day Extraordinary voting) service at voting will start at 10:00 AM of the Meeting, on April 09, 2018. The Extraordinary General Assembly Meeting capital of the Company. commencement of the procedures. For any Shareholders meeting are inquire please contact requested in order to Please note that there will be will reach its quorum with 50% of the a to arrive 30 minutes complete the necessary prior to the registration special place for women. Investor Relations at: P:+966114700005(7233,6280) F:+966114701555 E. investor.relations@almarai.com P.O.Box 8524 Riyadh 11492 7|Page
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