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Saudi Arabian Oil Company (Saudi Aramco) Announces Opening of Shareholder Nomination Period for Director Elections for the Next Term of the Board

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IntroductionSaudi Aramco is pleased to announce the opening of the Shareholder Nomination period for Director nominations to Saudi Aramco’s Board of Directors for its next three-year term, commencing on 3rd May 2021 and ending on 2nd May 2024.

Any shareholder or a group of shareholders (other than the State) holding more than 0.1% of Saudi Aramco’s ordinary shares (a “Qualified Shareholder”) may propose to the Nomination Committee a candidate for membership on the Board; provided that written notice of such Qualified Shareholder's nomination has been given, along with the necessary supporting documentation all in accordance with the Director Nomination Procedures (attached below).

Candidates will be elected at the next General Assembly meeting, which will be announced at a later time.

Type of AssemblyNew Session
Assembly Start Date2021-05-03 Corresponding to 1442-09-21
Assembly End Date2024-05-02 Corresponding to 1445-10-23
Number of members10
Application Start Date2021-01-01 Corresponding to 1442-05-17
Application End Date2021-01-31 Corresponding to 1442-06-18
Applications Submission MethodPlease note that any application that does not meet the below conditions will not be considered.

Original nomination applications must be submitted either by personal delivery or by internationally recognized courier service (e.g. FedEx, DHL, etc.), to Saudi Aramco’s Investor Relations department before the application end date.

All nominations submitted pursuant to the preceding paragraph shall be sent to:

Investor Relations

North Admin Building

Room AN-3030

Saudi Aramco

Dhahran 31311

Saudi Arabia

Application RequirementsAny Qualified Shareholder (including each member of a group that, in the aggregate, is a Qualified Shareholder) must provide the following written information upon submitting a director nomination. All director nominations and supporting information should be delivered to Saudi Aramco’s Investor Relations department as described above and must include the following:

1. one or more written statements from the record holder of the shares (and from each intermediary and/or custodian through which the shares are or have been held) verifying that, as of a date that is seven calendar days prior to the date when the nomination is delivered to or mailed and received by Saudi Aramco’s Investor Relations department, the Qualified Shareholder owns at least 0.1% of the ordinary shares (the “Required Shares”), as well as the Qualified Shareholder’s agreement to provide immediate notice if the Qualified Shareholder ceases to own any of the Required Shares prior to the date of the next Ordinary General Assembly Meeting of Saudi Aramco;

2. the written and signed consent of each individual nominee to his or her nomination to the Board and agreement to serve as a director, if elected;

3. in the case of a nomination by a group of shareholders that are acting together, and therefore in the aggregate, may be considered a Qualified Shareholder, the designation by all group members of a single group member that is authorized to act on behalf of the group with respect to the nomination and all matters related thereto, including withdrawal of the nomination;

4. the Qualified Shareholder may include with its notice of nomination a written statement, not to exceed 500 words, in support of the nominee’s candidacy;

5. a written disclosure demonstrating that the nominee has the general skills, qualifications and credentials required for individuals to serve on the Board, as in effect at the time of the nomination;

6. a written representation and agreement, countersigned by the nominee, that the nominee: (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such nominee, if elected as a director, will act or vote on any issue or question, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Saudi Aramco with respect to any direct or indirect compensation, reimbursement or indemnification in connection with his or her candidacy for the Board or his or her service or action as a director, and (iii) will comply with the Bylaws, applicable law and securities regulations, all of Saudi Aramco’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to directors;

7. a completed and signed questionnaire, in the form required from all of Saudi Aramco’s directors and Board nominees;

8. such other information as may reasonably be required by Saudi Aramco’s Nomination Committee to determine whether the nominee (A) is independent under applicable law, applicable rules or regulations, and any standards used by the Board in determining the independence of Saudi Aramco’s directors; and (B) has any direct or indirect relationship with Saudi Aramco, its affiliates, and counterparties; and

9. an undertaking that the Qualified Shareholder agrees to:

a. assume all liability stemming from any legal or regulatory violation arising out of the Qualified Shareholder’s communications with Saudi Aramco or Saudi Aramco’s shareholders or out of the information that the Qualified Shareholder provided to Saudi Aramco regarding the nominee;

b. indemnify and hold harmless Saudi Aramco and each of its directors, officers and employees against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against Saudi Aramco or any of its directors, officers or employees arising out of any nomination submitted by the Qualified Shareholder;

c. file, and/or cause its nominee to file, any materials required by the CMA and any other applicable securities regulations; and

d. comply with all applicable laws, rules, regulations and listing standards with respect to any General Assembly Meeting.

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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