Advanced Petrochemical Co. Invites its Shareholders to Attend the 8th Extraordinary General Assembly Meeting which includes Capital Increase ( First Meeting )(Reminder)
|Introduction||The Board of Directors of Advanced Petrochemical Company (Advanced) is pleased to invite its shareholders to attend the 8th Extraordinary General Assembly Meeting (Frist Meeting).|
|City and Location of the Extraordinary General Assembly's Meeting||Dammam city at Advanced Head Office (Gulf Road Dammam Corniche - SAMEC Building fifth floor)|
|URL for the Meeting Location||https://goo.gl/maps/HB28nqzcLe16hugz9|
|Date of the Extraordinary General Assembly's Meeting||2019-09-17 Corresponding to 1441-01-18|
|Time of the Extraordinary General Assembly's Meeting||18:30|
|Attendance Eligibility||Each shareholder registered in the Company register at the Securities Depository Center Company (Depository Center) at the end of the trading session preceding the meeting of the General Assembly convened in accordance with the Laws and Regulation has the right to attend the meeting. Those shareholders who cannot attend the meeting on the specified time may delegate another person to attend the meeting other than the members of the Board of Directors or the Company employees by virtue of a written proxy (as per the attached Proxy Form) certified by the respective Chamber of Commerce and Industry if the shareholder is a member of such Chamber or if the shareholder is a company or corporate establishment, or by one of the licensed banks or licensed persons in the Kingdom of Saudi Arabia, provided that the shareholder shall have an account with such bank or licensed person who does the authentication, or by the Notary Public or persons licensed to practice authentication, and shall provide the Company with a copy of the Proxy Form to the fax 0133566065 or by e-mail to firstname.lastname@example.org at least two days prior to the date of the Assembly Meeting. |
Each shareholder or delegate willing to attend the meeting must present the original national identity and the original Proxy Form and attend before the meeting by enough time in order to finalize registration before starting the meeting.
|Quorum for Convening the General Assembly's Meeting||The Extraordinary General Meeting will be valid if attended by shareholders representing at least fifty (50%) percent of the Company capital. If such quorum is not present at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting and the second meeting will be considered as duly convened if attended by shareholders representing at least twenty-five percent of the capital.|
|Meeting Agenda||1. To vote on the recommendation of the Board of Directors to increase the company share capital through bonus shares by one share for every ten shares held (1:10) with the objective of adjusting the company share capital to its assets level and help support its future investment plans as shown below: |
1) The nominal value of the listed capital before the increase is SAR (1,967,940,000) and after the increase is SAR (2,164,734,000).
2) The number of shares before capital increase is (196,794,000) shares and after capital increase is (216,473,400) shares with an increase of 10%.
3) The increase will be through the capitalization of SAR (196,794,000) from its retained earnings account.
4) In the case of any bonus shares having fractions, these will be collected into one investment portfolio and will then be sold at market price within thirty days from the completion date of the allocation of the new shares.
5) If the company's shareholders in the Extraordinary General Meeting approved the capital increase, the eligibility of these bonus shares shall be for the shareholders registered in the register of the Securities Depository Center at the end of second trading day following the date of the Extraordinary General Meeting.
2. To vote on the election of the members of the Board of Directors among the board membership nominees for new term which will be starting October 1, 2019 to September 30, 2022 by the way of cumulative voting system. In the event that the results of the voting will not enable the company to nominate the minimum number of independent members in the Board as required by the applicable regulations, then non-independent members will be replaced by independent members in accordance with the results of the voting.
3. To vote on the amendment of article (7) of the company's bylaws concerning the capital of the company if the Extraordinary General Meeting approved item number (1.
4. To vote on the amendment of article (20) of the company's bylaws concerning the remuneration of board members.
5. To vote on the amendment of article (22) of the company's bylaws concerning the board meetings.
6. To vote on the amendment of article (30) of the company's bylaws concerning the invitation for the general assemblies.
7. To vote on the amendment of article (38) of the company's bylaws concerning the formation of the audit committee.
8. To vote on the amendment of article (39) of the company's bylaws concerning the audit committee meeting quorum.
9. To vote on the amendment of article (41) of the company's bylaws concerning the audit committee's reports.
10. To vote on the amendment of article (45) of the company's bylaws concerning the financial documents.
11. To vote on the amendment of article (46) of the company's bylaws concerning the distribution of profits.
12. To vote on the amendment of article (47) of the company's bylaws concerning the profits entitlement.
13. To vote on the updated Audit Committee Charter.
14. To vote on the formation of the Audit Committee for the next term which will be starting October 1, 2019 to September 30, 2022 and its duties, its rules of activities and its members remunerations , subject to the approval of the General Meeting on the item number (7), the nominated members are:
1) Mr. Abdulaziz A. Al Molhem, Independent Director
2) Mr. Sultan. Al Solaiman, Non-Executive Director
3) Mr. Abdullah Abdul Rahman Bu Ali, Non-Director
4) Mr. Waleed Mohammed Abdullah Al Jaffari, Independent Director
15. To vote on delegating the board of directors the vested powers of the general assembly meeting as per article (71) of the Companies Law for one year from the date of the approval by the general assembly meeting. Such delegation shall be in accordance with the requirements stipulated in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
16. To vote on the updated Remuneration of Board Members, Board Committees and the Executive Management Policy.
|E-Vote||Shareholders who are registered in Tadawulaty services portal can vote online on the agenda items through (E-Voting System) started from 10:00 a.m. Friday September 13, 2019 corresponding to 14-01-1441H until 04:00 p.m. on the day of the meeting. Accordingly, we urge all the shareholders who are not able to attend the Extraordinary General Assembly to use electronic voting and vote online by visiting Tadawulaty web page www.tadawulaty.com.sa which provides registration and voting services free of charge to all shareholders.|
|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||If there is any query, please contact shareholders relations: Tel: (0133566061), Fax: (0133566065) or Email: email@example.com|
The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.