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Saudi Arabian Mining Company (Ma’aden) (the Company) Invites its Shareholders to Attend the 07th Extraordinary General Assembly Meeting for Capital Increase (First Meeting)

Element ListExplanation
City and Location of the Extraordinary General Assembly's Meeting Company Head Quarters in Riyadh
URL for the Meeting Location URL for the Meeting Location
Date of the Extraordinary General Assembly's Meeting 2019-11-04 Corresponding to 1441-03-07
Time of the Extraordinary General Assembly's Meeting 18:30
Attendance Eligibility All shareholders registered at the Securities Depository Center Registry at the end of the trading session preceding the General Assembly Meeting and as per the laws and regulations.
Quorum for Convening the General Assembly's Meeting The First Meeting of the Extraordinary General Assembly shall be valid if attended by shareholders representing at least 50% of the Company’s capital. If the First Meeting does not quorate, the next meeting will be held an hour after the First Meeting. The second meeting of the Extraordinary General Assembly shall be valid if attended by shareholders representing at least 25% of the Company’s capital.
Meeting Agenda 1- Vote to approve the Company’s capital increase through conversion of its debt to the Public Investment Fund in the amount of USD 796,370,000 (SAR 2,986,387,500) by issuing new shares to the Public Investment Fund, (the issuance price of which will be determined based on the volume-weighted average market price of the Company’s shares during the last six trading months before the date of the Extraordinary General Assembly Meeting), to improve the Company’s liquidity and credit position and enhance its ability to achieve its growth objectives, as is further detailed in the shareholders’ circular (attached).

2- Vote on business and contracts concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which consist of a transfer and termination agreement dated 26 June 2019G, pursuant to which the Public Investment Fund’s loan in the amount of USD 796,370,000 (SAR 2,986,387,500) to Ma’aden Rolling Company was transferred from the Public Investment Fund to the Company (attached).

3- Vote on business and contracts concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which consist of a loan agreement dated 27 June 2019G, pursuant to which the Public Investment Fund is deemed to have advanced to the Company a loan in the amount of USD 796,370,000 (SAR 2,986,387,500) (attached).

4- Vote on business and contracts concluded between the Company and the Public Investment Fund, a controlling shareholder of the Company, in which some Board members have an indirect interest in their capacity as representatives of the Public Investment Fund on the Board of Directors, namely H.E Yaser bin Othman Al-Rumayyan, H.E Abdallah bin Ibrahim Al-Saadan, H.E Khalid Bin Saleh Al-Mudaifer, Dr. Klaus Kleinfeld, and Mr. Richard O'Brien, which consist of a debt conversion agreement dated 27 June 2019G, pursuant to which the Company will convert the above Public Investment Fund’s loan into new shares in the Company (attached).

5- Vote to amend Article (7) of the Company’s Articles of Association relating to the Company’s capital and shares, to reflect the above capital increase, after approving the first item (attached).

6- Vote on the Board of Directors' resolution to appoint his Excellency Mr. Yaser Bin Othman Al-Rumayyan as an Non-executive Director and a Public Investment Fund representative on the Board of Directors, effective from 28 September 2019G until the end of the current board term on 24 October 2020G, in replacement of the resigned member his Excellency Engineer Khalid Bin Abdulaziz Al-Faleh, as per the Company’s announcement on Tadawul’s website dated 29 September 2019G (attached).

Proxy Form
E-Vote Shareholders can vote remotely at the 07th Extraordinary General Assembly Meeting agenda via the free E-voting services on Tadawul website (https://www.tadawulaty.com.sa), starting from 10:00 AM on Thursday, 31 October 2019 (corresponding to 03/03/1441H), until 4:00 PM on Monday, 4 November 2019 (corresponding to 07/03/1441H).
Eligibility for Attendance Registration and Voting Eligibility for attendance registration and voting ends upon the convening of the General Assembly Meeting. Eligibility for voting on the meeting agenda ends upon the Counting Committee concluding counting of the votes.
Method of Communication If there are any inquiries, please contact the Governance and Market Compliance Department at:

Tel: 0118748290,

E-mail:

MarketCompliance@maaden.com.sa

Additional Information The Public Investment Fund has representatives on the Company’s Board of Directors and therefore it is subject to the conflict of interest requirements applying to the members of the Board of Directors.

For further information about the debt conversion and its terms and conditions the shareholders should refer to the shareholder circular which will be available on the Company’s website (www.maaden.com.sa) and on the websites for Capital Market Authority, Saudi Stock Exchange (Tadawul) and the financial advisors HSBC Saudi Arabia and Riyad Capital. The Board of Directors of the Company emphasizes the importance for all shareholders to read the shareholder circular carefully prior to making a decision on the meeting items.

A shareholder is encouraged to come early to complete the registration process. A shareholder has the right to authorize another eligible shareholder in writing to attend this meeting on his/her behalf (other than member of the Board of Directors or the Companys employee), by means of an Authorization Letter (the form of which may be found on the Investor Relations section of the Companys website) provided that letter must be submitted at least two (2) days before the Meeting. The Authorization Letter must be signed and authenticated by the Chamber of Commerce, a Commercial Bank, or authorized persons, notary public or persons authorized in performing notary public and submitted to the following address:

Saudi Arabian Mining Company (Ma’aden), Riyadh, Abo Baker Al Sadeeq Road, Legal Department - Governance & Market Compliance, P.O. Box 68861 Riyadh 11537 or by fax 0118748200.

The delegates need to bring the original national identity card and proxy form on the day of the General Assembly.

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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