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The National Agricultural Development Company (NADEC) Announces Calling Candidature for Board Members Elections for the next session

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IntroductionThe National Agricultural Development Company (NADEC) is pleased to inform its shareholders of the opening of nominations for membership in its Board of Directors to elect seven members, provided that at least three of them are independent members according to the definition of an independent member stipulated in the corporate governance regulations issued by the Saudi Capital Market Authority for the next session starting in 11-04-2021 and will last for 3 years.

The nomination process will take place for the next session of the membership of the Board of Directors in accordance with the provisions contained in the Companies Law issued by the Ministry of Commerce, the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the membership policy approved by the ordinary general assembly of the company (Attached). However, candidates will be elected to the Board of Directors during the next General Assembly meeting, which will be announced later.

Type of AssemblyNew Session
Assembly Start Date2021-04-11 Corresponding to 1442-08-29
Assembly End Date2024-04-10 Corresponding to 1445-10-01
Number of members7
Application Start Date2021-01-24 Corresponding to 1442-06-11
Application End Date2021-02-23 Corresponding to 1442-07-11
Applications Submission MethodNomination requests are required to be sent with the attached files to the Secretary of the Remuneration and Nomination Committee by mail to the company's address or handling it to the following address:

(1) The National Agricultural Development Company (NADEC) Investor Relations Department the company's head-office in Riyadh city in ALMurabba district south of the Riyadh Palace Hotel.

(2) P.O.BOX. 2557 Riyadh 11461 Tel 011-2027830

(3) E-mail: IR@nadec.com.sa

And for more information please contact us on the phone shown above.

Application RequirementsThe candidate must fulfil the conditions for candidacy for membership of the Board of Directors stipulated in the relevant laws and regulations and in accordance with the following:

1)Fulfil the stipulated in the policies, standards, and procedures for membership in the Board of Directors (Attached).

2)The candidate should not hold a membership of more than five joint-stock companies simultaneously.

3)Submitting an application for nomination to the Remuneration and Nominations Committee indicates the desire to run during the announcement period specified above, letter has to accompanied by a CV / qualifications / experience. (Attached).

4)Submit Form No. (1) CV. (Attached)

5)Submit a signed copy of Form No. (3) issued by the Capital Market Authority for candidacy for membership of the Board of Directors in CMA website www.cma.org.sa or from the CMA Form. (Attached)

6)Submit a statement containing details of the number and dates of memberships on the boards of directors of other joint-stock companies and the committees that he / she has assumed or still holding.

7)Submit a statement containing details of companies or institutions that the Nominee manages or owns, and which conduct similar business to the Company.

8)Attach a clear and valid copy of the national identity card, family record and passport (for non-Saudis) or the commercial register for legal entities that want to nominate representatives, in addition to the candidate's contact numbers.

9)If the candidate had previously been a member of the board of directors of NADEC, he shall enclose with his request a statement from the company’s management on the last session in which he assumes the board’s membership showing the following information:

a) The number of board meetings that took place during each of the years of the Board of Directors’ term, the number of meetings attended by the candidate member, and the percentage of his attendance for the total number of meetings.

b) The permanent committees in which the member has participated, the number of meetings each of these committees held during each year of the board’s term, the number of meetings he attended and the percentage of his attendance out of the total of meetings.

c) A summary of the financial results achieved by the company during each year of the board of directors’ term.

10)An undertaking by the candidate, if he is elected to the membership of the Board of Directors, to provide the required disclosures in accordance with the provisions of Conflict-of-Interest Policy for members of the Board of Directors and senior executives.

Note that voting in the General Assembly will be limited to those who nominate themselves for membership in the Board of Directors in accordance with the conditions, controls and criteria set forth in this announcement.

The Nominations and Remuneration Committee will study the candidates' applications received by it, based on what was stipulated in Paragraph (2) of Article 65 of the Corporate Governance Regulations issued by the Capital Market Authority.

Candidate Conditions
Attached Documents      

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.

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