17 MAY 2022
| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | National Shipping Company of Saudi Arabia is pleased to announce to its shareholders the results of the Extraordinary General Meeting which included approving the increase of the company’s capital (First meeting) through modern technology means after completing the quorum for the meeting |
| City and Location of the Extraordinary General Assembly's Meeting | The company's headquarters in Riyadh- via modern technology provided by tadawulaty |
| 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 |
| Percentage of Attending Shareholders | 57.83% |
| 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:
Mr. Mohommed Abdulaziz AlSarhan (Chairman) Dr. Abdulmalik Abdullah Al-hogail (Vice Chairman) Eng. Ahmed Ali Al-Subaie (CEO and board member) Mr. Khalifa Abdulatif Al Mulhem Mr. Yasser Abdullah Al-Salman Mr. Raed Abdullah Ismail Mr. Abdulrahman Mohammed Al-Suhaibani Mr. Yasser Abdulaziz Al-Qadi
apologized for not attending the meeting: Eng. Ibrahim Qassim Albuainain |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | The following Committees’ Chairmen attended the meeting:
Mr. Mohammed Abdulaziz Alsarhan (Chairman of Strategy and Investment) Dr. Abdulmalik Abdullah Alhogail (Chairman of Audit Committee) Mr. Khalifa Abdulatif Almulhem (Chairman of Remuneration and Nomination) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1- Approve the report of the Board of Directors for the fiscal year ended 31/12/2021.
2- Approve the auditor report for the fiscal year ended 31 December2021.
3- Approve the consolidated financial statements for the fiscal year ended 31 December 2021.
4- Approve the discharge of the Board of Directors members for the fiscal year 2021.
5- Approve 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 December 2021.
6- Approve the appointment of (KPMG) as the auditor based on the recommendation of the Audit Committee, to review and audit the quarters (Q2, Q3 and Q4),annual financial statements for 2022 and Q1 2023 financial statements, as well as determining their fees.
7- Approve the Board of Directors' mandate to distribute quarterly or semi-annual dividends for the fiscal year 2022.
8- Approve the recommendation of the board of directors not to distribute dividends to shareholders for the second half of 2021.
9- Approve 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/its 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.
• Amending Article (7) of the Company's By-Laws concerning the Subscription in Shares.
10- Approve 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.
11) Approve Amending Article (15) of the Company's By-Laws concerning the number of board of directors. |