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Saudia Dairy and Foodstuff Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

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Introduction The Board of Directors of Saudia Dairy & Foodstuff Company (SADAFCO) are pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First Meeting). The meeting will be held on Tuesday 24/10/1441H (Om Al Qura calendar) corresponding to 16/06/2020G at 19:30 p.m. via modern technology means through the Tadawulaty system, in line with the precautionary measures initiated by the relevant authorities to limit the spread of the emerging Coronavirus (COVID-19), and pursuant to the circular issued by the Board of the Capital Market Authority (CMA) dated 21/7/1441 H (corresponding to 16 March 2020G) regarding the suspension of conducting general assembly meetings by physical attendance until further notice, and to conduct such meetings remotely through modern technology means;
City and Location of the General Assembly's Meeting Jeddah - SADAFCO's Offices
URL for the Meeting Location https://goo.gl/maps/TFT6yYMn1gxdgAFi7
Date of the General Assembly's Meeting 2020-06-16 Corresponding to 1441-10-24
Time of the General Assembly's Meeting 19:30
Attendance Eligibility Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting shall have the right to register the electronic attendance and vote using Tadawulaty as per Laws and Regulations.
Quorum for Convening the General Assembly's Meeting The Extraordinary General Assembly Meeting (EGM) shall be held unless attended by shareholders owning at least one-half of Share Capital. If such quorum is not present, a second meeting shall be held after a lapse of an hour from the preceding meeting. The second meeting shall be deemed valid if attended by at least one-fourth of Share Capital.
General Assembly Meeting Agenda 1- Voting on the Board of Directors Annual Report for the financial year ended on 31/03/2020.

2- Voting on the Auditors Report for the financial year ended on 31/03/2020. (attached)

3- Voting on the financial statements for the financial year ended on 31/03/2020. (attached)

4- Voting on the Board of Directors recommendation to distribute cash dividends to shareholders for the second half of the financial year ended on 31/03/2020 with total amount of (SAR 81,250,000) at SAR 2.50 per share, which represent 25% of the nominal value per share. Eligibility for shareholders will be on the due date (General Assembly Meeting date), and those shareholders registered in the Company’s share registry at the Depository Centre at the end of the second trading day following the due date. The distribution date will be announced later.

5- Voting on the Board of Directors resolution for the distributed cash dividends on the first half of the financial year ended on 31/03/2020 with a total amount of (SAR 81,250,000) at SAR 2.50 per share, which represent 25% of the nominal value per share (attached).

6- Voting on authorizing the Board of Directors to distribute interim dividends on a biannual or quarterly basis to the shareholders for the financial year ending 31/03/2021 and determining the eligibility and distribution dates as per the regulatory rules and procedures issued pursuant to Companies’ Law and in conformity with the financial position of the company, its cash flow, investment and expansion plans.

7- Voting on appointing the company’s External Auditor amongst the candidates based on the Audit Committee recommendation as to examine, review and audit the financial statements for the second, third and fourth quarters of the year 2020 along with the first quarter of the year 2021 and determining their fees. (attached)

8- Voting on releasing the Board of Directors members from their liability for the financial year ended 31/03/2020.

9- Voting on disbursement of (SAR 2,800,000) as remuneration to the Board members at (SAR 400,000) for each member for the financial year ended on 31/03/2020.

10- Voting on the transactions and agreements that have been concluded with Al Buruj Cooperative Insurance Company (Saudi Arabia) where the Vice-Chairman, Mr. Faisal Al Ayyar has an indirect interest, to provide insurance services for one year starts on 01/07/2019G and ends on 30/06/2020G with no preferential treatment. The transactions amounted to SAR (11,199,403) ELEVEN MILLION, ONE HUNDRED AND NINETY-NINE THOUSAND FOUR HUNDRED AND THREE SAUDI RIYALS (Attached).

11- Voting on the transactions and agreements that have been concluded with Al Buruj Cooperative Insurance Company (Saudi Arabia) where the BOD member, Mr. Ahmed M H Al Marzouki has an indirect interest, to provide insurance services for one year starts on 01/07/2019G and ends on 30/06/2020G with no preferential treatment. The transactions amounted to SAR (11,199,403) ELEVEN MILLION, ONE HUNDRED AND NINETY-NINE THOUSAND FOUR HUNDRED AND THREE SAUDI RIYALS (Attached).

12- Voting on the transactions and agreements that have been concluded with PKC Advisory where the Chairman, H.H/Hamad Sabah Al Ahmed, Vice Chairman, Mr. Faisal Al Ayyar, and BOD member, Mr. Abdullah Yaqoub Busharah, have indirect interests, to provide various consultation services for one year starts on 01/04/2019 and ends on 31/03/2020 with no preferential treatment. The transactions amounted to SAR 861,607 EIGHT HUNDRED AND SIXTY-ONE THOUSAND SIX HUNDRED AND SEVEN SAUDI RIYALS (Attached).

13- Voting on the deposit that has been concluded with United Gulf Bank where the Vice-Chairman, Mr. Faisal Al Ayyar has an indirect interest, which is a deposit for 35 days with no preferential treatment. The transactions amounted to SAR 50,625,000 FIFTY MILLION, SIX HUNDRED AND TWENTY-FIVE THOUSAND SAUDI RIYALS (attached).

14- Voting on amending article (20) of the company bylaws. (Attached)

Proxy Form
E-Vote The shareholders registered in Tadawulaty services may vote remotely on the agenda of the Extraordinary General Assembly Meeting (EGM) starting at 10:00 AM on 20/10/1441 corresponding to 12/06/2020G Until 8 pm from the date of the Assembly Meeting. Registration and voting will be available free of charge through the (e-voting) services at:

https://www.tadawulaty.com.sa

Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes
Method of Communication In case of any inquiries and shareholders questions on this meeting’s agenda items can be received through the Investors Relations Department’s email address, Mr. Ahmad Gharbawi on Email: Investors.relations@sadafco.com
Additional Information The proposed amendment to the company's articles of association

Article (20): The management of the Company

Before Amendment:

The management of the company shall be undertaken by a board of directors consisting of Seven members to be elected by the ordinary general assembly of shareholders for a period not exceeding three years, and the term of the first board of directors shall commence from the date of issuing the Ministerial Resolution for conversion of the company.

After Amendment:

The management of the company shall be undertaken by a board of directors consisting of Nine members to be elected by the ordinary general assembly of shareholders for a period not exceeding three years, and the term of the first board of directors shall commence from the date of issuing the Ministerial Resolution for conversion of the company.

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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Last Price Net Change
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Value Traded (SAR) Volume Traded
3,524,650.2 19,788