Monday, 07 April 2014

Abdullah AlOthaim Markets Company is pleased to announce its third Extraordinary General Assembly Meeting Which was held on Sunday 6th April 2014 at 4:00 PM in AlOthaim Training Academy located in Riyadh, and with the presence of the general assembly quorum. The results of voting on the Assembly agenda was as follows:
1.Approving the audited financial statements and the Auditor report for the fiscal year ended December 31, 2013.
2.Approval of the Board of Directors Annual Report for the fiscal year ended December 31, 2013.
3.Approving the acquittal of the Board members for the fiscal year ended December 31, 2013.
4.Approval of the Board Recommendation of the distribution of cash dividends of SR 67.5 Million for the year 2013, at SR3 per share, which represents 30% of the Company capital as per the share par value. eligibility of the cash dividends is limited to the shareholders who are registered in the shareholder register in the Securities Depository Center Tadawul at the close of trading on the abovementioned extraordinary general assembly, the dividends will be distributed to the eligible shareholders and be deposited into their Bank portfolios starting from 24/04/2014 through Al Rajhi Bank.
5.Approval of the contracts and business took place during 2013 between the Company and Al Othaim Holding Company with a total amount of SR 745,050, and Abdullah Al Othaim Real Estate Investment and Development Company with a total amount of SR 48,180,540 as related parties to the Chairman of the Board Mr. Abdullah Saleh AlOthaim and the Board Member Mr. Fahad Abdullah Al-Othaim and give approval for the next year.
6.Approval of its Board Resolution to buy agricultural Lands through Thamarat Al Qaseem Company, a subsidiary owned indirectly by 90%, with total area of 1,691,993 sqm located at Al Qaseem Province from a related party at SR 6.5 per square meter with a total value of SR 10,997,955 according to the valuations conducted by three independent real estate evaluators.
7.Approval of the appointment of KPMG Al Fozan & Al Sadhan as Company's auditors proposed by the Audit Committee amongst the nominated firms to audit the Company financial statements and review the interim quarterly financial statements for the fiscal year 2014 and determined their fees.
8.Approval of the payment of SR 2,508,500 as remuneration to the board members at SR 150 thousand for each Board member, and SR 170 thousand for the Chairman, and SR 3,000 as attendance allowance for each meeting, as mentioned in the Board of Director Annual Report, for the fiscal year ended December 31, 2013.
9.Approving the raise in Company capital from SAR 225 Million to SR 450 Million, with an increase of 100% by offering 1 bonus share for every 1 share owned , which increases the Company shares from 22.5 Million shares to 45 Million shares. The increase will be implemented through capitalization of SAR 225 Million from the accounts of statutory and voluntary reserves and retained earnings. The company aimed from the capital increase to meet the current and future expansions of the Company branches and enhancing the capital base which assists in achieving better growth rates in the next years. The bonus shares eligibility is limited to the shareholders who are registered in the shareholder register in the Securities Depository Center Tadawul at the close of trading on the abovementioned extraordinary general assembly.
10.Approving the amendment to article (7) of the company Bylaws according to the proposed in capital increase to become as follows:
(The Company Capital is determined at SR 450,000,000 four hundred fifty Millions , divided into 45,000,000 Shares (forty five millions shares having an equal nominal value of SR (10), all of which are ordinary shares represented in the paid up capital).
11.Approving the Amendment to Article (35) of the Company bylaws to become as follows:
Quorum of the Ordinary General Meeting shall not be considered valid unless attended by shareholders representing at least 50% of the company share capital. If such quorum is not present at the first meeting, a call for a second meeting within next 30 days in the manner provided in Article 33 of the Company bylaws. The second meeting shall be deemed valid regardless of the numbers of shareholders represented in the meeting 12.Approving the amendment to Article (36) of the Company bylaws to become as follows:
Quorum of the Extraordinary General Meeting shall not be considered valid unless attended by shareholders representing at least 50% of the company share capital. If such quorum is not present at the first meeting, a call for a second meeting in the manner provided in the previous article. The second meeting shall be deemed valid if attended by shareholders representing at least 25% of the share capital.
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