| Introduction | The Board of Directors of Al Kathiri Holding Company is pleased to invite the honorable shareholders to attend the extraordinary general assembly meeting (the first meeting), which is scheduled to be held, God willing, at 6:30 pm on Wednesday 16 Rajab 1441 AH corresponding to 11 March 2020 AD in the company’s headquarters in Riyadh |
| City and Location of the General Assembly’s Meeting | The company’s main headquarters – 3158 Green Offices – Prince Yazid bin Abdullah bin Abdul Rahman Road Al-Malqa district in Riyadh – through modern technology means. |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly’s Meeting | 2022-05-30 Corresponding to 1443-10-29 |
| Time of the General Assembly’s Meeting | 18:30 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly’s Meeting | According to Article (34) of the Company’s Law, the meeting of the Ordinary General Assembly shall not be valid unless attended by shareholders representing at least half of the capital. The invitation to hold the first meeting should include an announcement of the possibility of holding this meeting, and the second meeting shall be considered valid regardless of the number of shares represented therein. |
| General Assembly Meeting Agenda | 1. Voting on External Auditors Report for the fiscal year ended on 31/12/2021.2. Voting on the financial statements for the fiscal year ended on 31/12/2021.3. Voting on the Board of Directors Report for the fiscal year ended on 31/12/2021.4. Voting on the appointment of the external auditors of the company among the candidates based on the Audit Committee’s recommendation. The appointed auditors shall examine, review and audit the (second, and third quarters and the annual financial statements of the fiscal year 2022 and the first quarter of 2023 along with determining his fee.5. Voting on absolving the members of the Board of Directors from liability for the year ended on December 31, 2021.6. Voting on disbursing the remuneration of the members of the Board of Directors in the amount of 160,000 riyals. 40,000 riyals per member for the fiscal year ended on December 31, 2021.7. Voting on the Board of Directors’ decision to appoint Mr. Ahmed Nasser Ahmed Al-Sayegh (outside the Board) as a member of the Audit Committee, starting from 07-13-2021 until the end of the current committee’s term which ends on 03-12-2023; This appointment is in place of the previous committee member (Ms. Ashwag Muhammad Nasser Al-Kathiri (outside the Board), provided that the appointment takes effect from the date of the recommended decision issued on 07-13-2021. This appointment is in accordance with the work regulations of the Audit Committee. (CV attached).8. Voting on amending and updating the Audit Committee charter. (Attached)9. Voting on amending and updating the Nomination and Remuneration Committee charter. (Attached)10. Voting on amending and updating the Policies, Criteria, and procedures for Membership in the Board of Directors. (Attached)11. Voting on amending and updating the Remuneration policy for members of the Board of Directors, its committees, and the executive management. (Attached)12-Voting on transactions and contracts that will take place between Al Kathiri Holding Company subsidiaries, Msandh Al-Emdad Limited Company, and Alian Industry Company, in which the two members of the Board of Directors (Mr. Meshal Al Kathiri and Mr. Adel Al Kathiri) have a direct interest, as they are Board members in Alian industry Company and Al Kathiri Holding Company, which owns Msandh Al-Emdad by 100% and owns Alian Industry by 99%. Noting that the transactions that took place on the period ending on 31-12-2021 amounted to 23,643,739 S.R. The disclosed direct interest is regarding the agreement to supply bulk cement to the company’s plant in Malham province and as part of the ordinary businesses that have offered no preferential. (Attached)13. Voting on the mutual contracts and business between Al Kathiri Holding Company and Alian Industry Company – in which the two members of the Board of Directors (Mr. Meshal Al Kathiri and Mr. Adel Al Kathiri) have a direct interest, as they are board members in Alian Industry and Al-Kathiri Holding Company – noting that the transactions took place during the fiscal year ended on December 31, 2021, are in the amount of 25,585,928 Saudi riyals, and the balance of these transactions at the end of the period amounted to 47,306,124 Saudi riyals, which are normal transactions that take place between the company and its subsidiary as part of the ordinary businesses that have offered no preferential. (Attached)14. Vote on delegating the Board of Directors with the authority of the Ordinary General Assembly with the authorization contained in Paragraph (1) of Article 71 of the Companies Law, for one year from the date of approval of the Ordinary General Assembly or until the end of the delegated Board of Directors session, whichever is earlier, in accordance with the conditions outlined in Regulatory controls and procedures issued in implementation of the Companies Law for Listed Joint Stock Companies. |
| Proxy Form |  |
| E-Vote | All shareholders who are registered on Tadawulaty will be able to remotely vote on the GA agenda items, which shall commence at 10:00 A.M on Thursday 04/10/1443 (corresponding to 05/05/2022) and continue until the end of the GA. The registration and voting in Tadawulaty services will be available for all shareholders free of charge through the following link: www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes |
| Method of Communication | For inquiries, please contact the Investor Relations Department through (Phone: 0114167900 or the unified number 920004192 Ext. No. 104 – Fax: 0114167909 Ext. No. 106) E-mail IR@alkathiriholding.com |
| Additional Information | In accordance with the instructions of the Supervisory Authorities, each shareholder has the right to attend the General Assembly meeting and vote on its agenda or assign another person to do the same who is not a board member or a staff nor those who are permanently assigned for technical or administrative work for the Company (PA attached to this invitation). The power of attorney shall be authenticated by any of the following: Chamber of Commerce and Industry, any licensed bank, authorized persons, Notary Public, or authorized person to conduct authentication. A copy of the power of attorney shall be provided to the Company at least two days prior to the date of General Assembly meeting and the authorized person shall present original power of attorney before the meeting. |
| Attached Documents | |
