|Introduction||The board of directors of Saudi Industrial Investment Group (“SIIG” or the “Company”) is pleased to invite SIIG’s shareholders to participate and vote in the Extraordinary General Meeting -First Meeting- (“EGM”) scheduled for 10:00 pm on Sunday, 9-9-1443 H (corresponding to 10-4-2022G), remotely by means of contemporary technology using Tadawulaty. This is within the support or preventive and precautionary efforts and measures by the competent health authorities to address the emerging coronavirus (COVID-19) and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent the spread.|
|City and Location of the Extraordinary General Assembly’s Meeting||Through contemporary technology from the Company’s head office in Riyadh (using Tadawulaty system).|
|URL for the Meeting Location||http://www.tadawulaty.com.sa/|
|Date of the Extraordinary General Assembly’s Meeting||2022-04-10 Corresponding to 1443-09-09|
|Time of the Extraordinary General Assembly’s Meeting||22:00|
|Attendance Eligibility||ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations|
|Quorum for Convening the General Assembly’s Meeting||According to Article (35) of SIIG’s bylaws, the EGM shall be valid if attended by shareholders representing at least 50% of SIIG’s capital. In case of non-completion of the quorum at this EGM, a second EGM will be held within one hour of the scheduled time for the first EGM, and the second EGM will be valid if attended by shareholders representing at least 25% of SIIG’s capital.|
|Meeting Agenda||1. To vote on the Auditor’s Report for the fiscal year ending on 31-12-2021G.
2. To vote on the Financial Statements for the fiscal year ending on 31-12-2021G.
3. To vote on the Board Report for the fiscal year ending on 31-12-2021G.
4. To vote on the absolution of the members of the Board of Directors from liability for the fiscal year ending on 31-12-2021G.
5. To vote on the disbursement of SAR 1.8 million as remuneration for the members of the Board of Directors, SAR 200 thousand for each member for the fiscal year ending on 31-12-2021G.
6. To vote on the appointment of the SIIG’s auditors from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the second, third, fourth quarter, and annual financial statements for 2022 and the first quarter of 2023, and to determine their fees.
7. To vote on the delegation of the Board of Directors to declare the distribution of the interim dividends, semi-annual or quarterly, during the 2022 fiscal year.
8. To vote on the resolution of the Board of Directors to appoint Eng. Khalil bin Ibrahim Alwatban as a non-executive member, starting from the date of his appointment on 1-7- 2021G to complete the term of the Board of Directors until the end of the current term on 30-6-2024G. (Resume attached).
9. To vote on the amendment of Article (1) of the bylaws, which relates to incorporation (attached).
10. To vote on the amendment of Article (2) of the bylaws, which relates to the company’s name (attached).
11. To vote on the amendment of Article (3) of the bylaws, which relates to the company’s objects (attached).
12. To vote on the amendment of Article (6) of the bylaws, which relates to the company’s term.
13. To vote on the amendment of Article (21) of the bylaws, which relates to the powers of the Board of Directors.
14. To vote on the amendment of Article (23) of the bylaws, which relates to the powers of the CEO, Deputy CEO, and secretary of the Board of Directors.
15. To vote on the increase in SIIG’s share capital from (SAR 4,500,000,000) to (SAR 7,548,000,000) by issuing (304,800,000) ordinary shares with a nominal value of (SAR 10) per share (the “Capital Increase”) for the purpose of acquiring all the issued shares in the National Petrochemical Company (“Petrochem”) which are not owned by SIIG, in accordance with Article (26) of the Merger and Acquisition Regulations issued by the board of the Capital Market Authority, through the issuance of (1.27) share in SIIG for each share in Petrochem (the “Transaction”) per the terms and conditions set out in the implementation agreement entered into between Petrochem and SIIG on 21-3-1443H (corresponding to 27-10-2021G) (“Implementation Agreement”), including to vote on the following matters related to the Transaction:
a. vote on the terms of the Implementation Agreement.
b. vote on the Capital Increase for the purpose of the acquisition by SIIG of all the shares issued in Petrochem that are not owned by SIIG, being (240,000,000) shares representing (50%) of Petrochem’s capital, in accordance with the terms and conditions of the Implementation Agreement, provided that such increase shall take effect upon the approval of the respective EGM of both SIIG and Petrochem on the Transaction as per the provisions of the Implementation Agreement.
c. vote on the proposed amendments to SIIG’s Bylaws related to the Transaction in the form attached, which shall take effect upon the approval of the EGM of both SIIG and Petrochem on the Transaction as per the provisions of the Implementation Agreement; and
d. vote on the authorization of SIIG’s board of directors, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.
|E-Vote||The shareholders who are registered on the website of (Tadawulaty) electronic trading services can remotely vote on the items of the EGM through the (electronic voting) service. The remote voting will start at 10:00 am on Wednesday 5-9-1443H (corresponding to 6-4-2022G) and shall continue until 10:30 pm of the day on which the EGM will be held. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa).|
|Eligibility for Attendance Registration and Voting||Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes|
|Method of Communication||For enquires, please contact Investor Relations at Tel: 0112792522 Ext. 301-302 and or e-mail: email@example.com|
|Additional Information||It should be noted that the EGM agenda item (15) above is considered one of the Transaction’s conditions. If such an item is not approved by the required majority, or any of the conditions of the Transaction is not met in accordance with the Implementation Agreement, the Transaction will not take place.
If both of the respective EGMs of SIIG and Petrochem approve the resolutions relating to the Transaction and the satisfaction of all the conditions of the Transaction, the Transaction will be effective including the increase in SIIG’s share capital. Upon the effective date of the Transaction, Petrochem’s shareholders who are registered in Petrochem’s shareholders’ register at the end of the second trading period following the effective date will receive (1.27) shares in SIIG for every share they hold in Petrochem.
For further information about the Transaction and its terms and conditions as well as other matters related to it, including the relevant risks, and stages and procedures for the completion of the transaction, please refer to the Shareholders’ Circular, the publication of which was announced by SIIG previously. The board of directors of SIIG emphasizes the importance for all shareholders to read the Shareholders’ Circular in full and to consider it carefully prior to deciding on the EGM agenda set out above.