| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Saudi Industrial Investment Group is pleased to announce the results of the Extraordinary General Assembly’s Meeting Approving Increase (first meeting), which was held at 10:00 pm on Sunday, 9-9-1443H (corresponding to 10-4-2022G). The meeting was held using modern technology. |
| City and Location of the Extraordinary General Assembly’s Meeting | Through contemporary technology from the Company’s head office in Riyadh (using Tadawulaty system). |
| 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 |
| Percentage of Attending Shareholders | 63.77 |
| Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees | 1. Eng. Khalil Ibrahim Alwatban (Chairman).
2. Mr. Nabil Abdullah Almubarak (Vice-Chairman). 3. Mr. Sulaiman Abdulrahman Algwaiz (Board member). 4. Dr. Abdulrahman Sulaiman Alrajhi (Board member). 5. Mr. Farraj Mansour Abuthenain (Board member). 6. Dr. Saad Saleh Alrwaite (Board member). 7. Mr. Adel Abdulaziz Alquraishi (Board member). 8. Mr. Fahad Abdulrahman Almaekel (Board member). 9. Mr. Thamer Abdullah Alhumud (Board member). |
| Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Names of Those Attending on their Behalf | – Mr. Sulaiman Abdulrahman Algwaiz (Merger Committee Chairman).
– Dr. Saad Saleh Alrwaite (Audit Committee Chairman). – Mr. Farraj Mansour Abuthenain (Nomination and Remuneration Committee Chairman). – Dr. Saad Saleh Alrwaite (Governance Committee Chairman. |
| Voting Results on the Items of the General Assembly’s Meeting Agenda’s | 1. Approved the Auditor’s Report for the fiscal year ending on 31-12-2021G.
2. Approved the Financial Statements for the fiscal year ending on 31-12-2021G. 3. Approved the Board Report for the fiscal year ending on 31-12-2021G. 4. Approved the absolution of the members of the Board of Directors from liability for the fiscal year ending on 31-12-2021G. 5. Approved 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. Approved the appointment of PWC as an External Auditor for the Company 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. Approved 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. Approved 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. 9. Approved the amendment of Article (1) of the bylaws, which relates to incorporation. 10. Approved the amendment of Article (2) of the bylaws, which relates to the company’s name. 11. Approved the amendment of Article (3) of the bylaws, which relates to the company’s objects. 12. Approved the amendment of Article (6) of the bylaws, which relates to the company’s term. 13. Approved the amendment of Article (21) of the bylaws, which relates to the powers of the Board of Directors. 14. Approved 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. Approved 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. Approved the terms of the Implementation Agreement. b. Approved 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. Approved the proposed amendments to SIIG’s Bylaws related to the Transaction, 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. Approved 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. |
| Additional Information | Given that SIIG’s EGM has approved the resolutions of the Transaction between SIIG and Petrochem, the Transaction will take effect upon the approval of the resolutions relating to the Transaction by Petrochem’s EGM held on 9-9-1443H (corresponding to 10-4-2022G) as announced on the website of the Saudi Exchange. The effectiveness of the Transaction will result in increasing SIIG’s share capital by issuing new shares to Petrochem’s shareholders as follows:
1. SIIG’s share capital will increase from (SAR 4,500,000,000) to (SAR 7,548,000,000). 2. SIIG’s shares will increase from (450,000,000) shares to (754,800,000) shares. 3. SIIG will issue (1.27) new shares for each share in Petrochem as set out in the Shareholders’ Circular issued by SIIG. 4. Eligibility will be to Petrochem’s shareholders who are registered in Petrochem’s shareholders’ register at the end of the second trading period following the effective date of the Transaction. For further information about the Capital Increase and the Transaction and its terms and conditions as well as other matters related to it, please refer to the Shareholders’ Circular published by SIIG on the website of the Saudi Exchange. |
