Invitation & Agenda
THE ORDINARY ABDULLAH AL OTHAIM MARKETS COMPANY INVITES ITS SHAREHOLDERS TO ATTEND
THROUGH MODERN TECHNOLOGY GENERAL ASSEMBLY MEETING (FIRST MEETING)
The Board of Directors of the Abdullah Al-Othaim Markets Company is pleased to invite The shareholders to participate and votes in the ordinary general assembly meeting (first meeting), which will be held Monday 15th Shawwal 1443H corresponding to 16th May 2022G at 07:00 PM in the Company Head Quarter in Riyadh City, through modern technology means using the Tadawulaty system through the link (www.tadawulaty.com.sa ), The meeting will discuss the attached agenda
The quorum for the Ordinary General Assembly is the presence remotely of shareholders representing at least (50%) of the company's capital. If this quorum is not secured at the first meeting, a second meeting will be held within one hour of the expiry of the deadline set for the first meeting and shall be considered valid regardless of the number of shares represented therein.
Attendance Eligibility to the Shareholders registered in the Company Shareholders Register in the Depository Centre at the end of the trading session preceding the general assembly via registration of electronic attendance and e-voting through using Tadawulaty system and as per the rules and regulations.
The right to register to attend the assembly meeting ends at the start time of the meeting. and the right to vote on the Assembly's agenda for attendees ends at the end of the counting of the vote.
We also wish to point out the possibility of automated voting on the Assembly Agenda through the automated voting service starting 10:00 AM on Friday 12/10/1443H corresponding to 13/05/2022G, until the end of the assembly time registration and voting in Tadawulaty services will be free and available through using the link (www.tadawulaty.com.sa ).
Shareholders can address any questions or inquiries with regard to the general assembly Agenda to the Investor
Relations Dept. through e-mail )
[email protected]( .
AGENDA OF ORDINARY GENERAL ASSEMBLY MEETING
Monday 15
THShawwal 1443 H corresponding to 16
THMay 2022G
1) Voting on the auditor report on the Company’s accounts for the fiscal year ending 31/12/2021G.
2) Voting on the financial statements for the fiscal year ending on 31/12/2021G.
3) Voting on the Board of Directors' report for the fiscal year ending on 31/12/2021G.
4) Voting on absolving the Members of the Board Directors from their liabilities for the fiscal year ending on 31/12/2021G.
5) Voting on appointing the auditor for the Company from among the candidates based on the Audit Committee's recommendation. The appointed auditor/s shall examine, review and audit the second, third, fourth, and annual financial statements of the fiscal year 2022G, and the 1st quarter of the fiscal year 2023G and determination of the auditor remuneration.
6) Voting on delegating the Board of Directors to distribute interim dividends on a biannual or quarterly basis, for the fiscal year 2022G, determining the eligibility and distribution date in accordance with the regulatory rules and procedures issued pursuant to the companies’ law relating to listed joint stock companies.
7) Voting on delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article (71) of the Companies Law, for one year starting from the date ` the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, by the conditions outlined in the Regulatory Rules and Procedures issued under the Companies Law relating to Listed Joint Stock Companies (Attached).
8) Voting on amending the Remuneration Policy for Members of the Board, Committees and Executive management (Attached).
9) Voting on The Social Responsibility Policy (attached).
10) Voting on The competitive Business Standards (attached).
11) Voting on the transactions and contracts that will be concluded between the company and Abdullah Saleh Al-Othaim
& Sons Charity Establishment, where each of (the Chairman of the Board of Directors Mr. Abdullah Saleh Ali Al-Othaim, and the Board of Member Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is a purchasing contract for sanabel al-Khair cards for one year, with amount of SR (17,258,300) for the year 2022G, the value is variable and will be calculated at the end of the year. There are no preferential terms in this transaction (Attached).
12) Voting on the transactions and contracts that will be concluded between the company and Abdullah Al Othaim Investment Company, where each of (the Chairman of the Board of Directors Mr. Abdullah Saleh Ali Al Othaim, and the Board of Member Mr. Abdulaziz Abdullah Saleh Al Othaim) they have an indirect interest, the transaction is a lease contract for administrative offices for one year, with amount of SR (1,452,550) for the year 2022G, there are no preferential conditions in this transaction (Attached).
13) Voting on the transactions and contracts that will be concluded between the company and Abdullah Al Othaim Investment Company, where each of (the Chairman of the Board of Directors Mr. Abdullah Saleh Ali Al Othaim, and the Board of Member Mr. Abdulaziz Abdullah Saleh Al Othaim) they have an indirect interest, the transaction is contract for electricity services and common benefits in the leased branches for one year, with amount of SR (3,197,850) for the year 2022G, there are no preferential conditions in this transaction (Attached).
14) Voting on the transactions and contracts concluded between the company and Saudi Pillar Company for Constructions, where each of (the Chairman of the Board of Directors Mr. Abdullah Saleh Ali Al-Othaim, and Member of the Board Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is contract to establish a project for the company in Tabuk City for a period of (10) months, with the amount of SR (14,016,475.43) for the year 2021G, there are no preferential conditions in this transaction (Attached).
15) Voting on the transactions and contracts concluded between the company and Saudi Pillar Company for constructions, where each of (the Chairman of the Board of Directors Mr. Abdullah Saleh Ali Al-Othaim, and the
Member of the Board Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is a contract to establish a project for the company in Riyadh City for a period of (10) months, with amount of SR (7,401,894.35) for the year 2021G, there are no preferential conditions in this transaction (Attached).
16) Voting on the transactions and contracts that will be concluded between the company and seven service Company “a subsidiary company” where each of (the Chairman of the Board Mr. Abdullah Saleh Ali Al-Othaim, and Member of the Board Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is a contract commissions for selling goods for one year, with the amount of SR (1,320,170) for the year 2022G, It is among the normal business that takes place between the company and its subsidiaries, the value is variable and will be calculated at the end of the year, there are no preferential conditions in this transaction (Attached).
17) Voting on the transactions and contracts that will be concluded between the company and Shorfat AL-Jazeerah Company “a subsidiary company” where each of (the Chairman of the Board Mr. Abdullah Saleh Ali Al-Othaim, and Member of the Board Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is a contract labor services rental for one year, with amount of SR (3,106,141) for the year 2022G, It is among the normal business that takes place between the company and its subsidiaries ,the value is variable and will be calculated at the end of the year, there are no preferential conditions in this transaction (Attached).
18) Voting on the transactions and contracts that will be concluded between the company and Marafeg AL-Ttashgeel Company “a subsidiary company” where each of (the Chairman of the Board Mr. Abdullah Saleh Ali Al-Othaim, and Member of the Board Mr. Abdulaziz Abdullah Saleh Al-Othaim) they have an indirect interest, the transaction is a contract labor services rental for one year, with amount of SR (6,670,007), for the year 2022G, It is among the normal business that takes place between the company and its subsidiaries, the value is variable and will be calculated at the end of the year, noting that there are no preferential conditions in this transaction (Attached).
19) Voting on the transactions and contracts concluded between the company and Al-Jouf Agricultural Company, where the Vice Chairman of the Board of Directors Mr. Bader Hamed Abdulrazaq Al-Aujan has an indirect interest as he holds the position of Chairman of the Board of Directors of Al-Jouf Agricultural Company, transaction is a contract of purchasing material food for one year, with amount of SR (17,511,586) for the year 2021G, The value is variable and will be calculated at the end of the year, its ongoing commercial transactions that take place in the ordinary course of business and according to the prevailing commercial terms without any preferential terms (Attached).
20) Voting on the transactions and contracts concluded between the company and Arab for Agricultural Services Company, where the Vice Chairman of the Board of Directors. Mr. Bader Hamed Abdulrazaq Al-Aujan has an indirect interest, as he holds the position of Vice Chairman of the Board of Directors of the Arab Company for Agricultural Services, the transaction is a contract of purchasing of material food for one year, with an amount of SR (18,074,323) for the year 2021G, The value is variable and will be calculated at the end of the year, its ongoing commercial transactions that take place in the ordinary course of business and according to the prevailing commercial terms without any preferential terms (Attached).
21) Voting on the transactions and contracts concluded between the company and Jarir Marketing company, where the Vice Chairman of the Board of Directors Mr. Bader Hamed Abdulrazaq Al-Aujan has an indirect interest the transaction is a contract of purchasing stationary with amount of SR (210,921) for the year 2021G, The value is variable and will be calculated at the end of the year, its ongoing commercial transactions that take place in the ordinary course of business and according to the prevailing commercial terms without any preferential terms (Attached).
22) Voting on the transactions and contracts concluded between the company and General Organization for Social Insurance, where the member of the Board of Directors Mr. Bandar Nasser Hamad Al-Tamimi has an indirect interest, the transaction is a contract of leasing land for investment with amount of SR (49,427,083) for a period of (8) years, there are no preferential conditions in this transaction (Attached).
23) Voting on the transactions and contracts concluded between the company and Almarai Company, where the Member of the Board Mr. Muhammad Hassan Al-Shuhail has an indirect interest, the transaction is a contract for supplying food products for one year , with amount of SR (489,178,786.57) for the year 2021G, The value is variable and will be calculated at the end of the year, its ongoing commercial transactions that take place in the normal course of business and according to the prevailing commercial terms without any preferential terms (Attached).
Agenda (7)
Delegation Terms To the Board of Directors
Conditions for Authorizing the Board of Directors with the authority of the General Assembly Stipulated in Paragraph No. (1) Of Article 71 of the Companies Law.
1. The total amount of business or contract or the total of the businesses and contracts during the fiscal year - is less than (1%) of the company's revenues according to the latest audited financial statements and less than 10 million Saudi Riyal.
2. The business or contract falls within the normal course of the Company's business.
3. The business or contract shall not include preferential terms to the Board members and shall be in accordance with the same terms and conditions followed by the company with all contractors and dealers.
4. The business or contract shall not be part of the business and consultation contracts which a board member
carries out by a professional license for the company in accordance with Article 3 of these Regulations
Agenda (8)
Amendment of Remuneration Policy
(comparison& new Amended Policy)
Comparison of amendments to Policy of Remuneration for the members of the Board of Directors,
Committees and Executive Management of Abdullah Al-Othaim Markets Company
Text before amendment Text after amendment
10) The remuneration is due to a member of the board of directors or a member of the committee at the end of each fiscal year .
To be deleted from the Policy
1
Stamp Version number: 1/2
Issue date: 18/04/2022G Number of pages: 2
Remuneration Policy for members of the Board of Directors, Committees and Executive Management
Abdullah Al Othaim Markets Company
2
First: The criteria and bases for remunerating the members of the Board of Directors and the committees :
1) The remuneration should be fair and proportionate to the member’s skills , competencies and activities and responsibilities set out by the member, and it may vary from one member to another based on the member’s experience, the tasks assigned to him by the Board, the number of meetings he attends, and any other considerations that are in the interest of the company
.2) The remuneration may be a specific amount, attendance allowance for meeting, or benefits in kind, and it is permissible for everyone to have between two or more of these benefits, and in all cases, the sum of the remunerations and financial or in-kind benefits that a member of the Board of Directors receives shall not exceed the amount of (500) thousand. riyals annually in accordance with the regulations set by the competent regulatory authorities
.3) The remuneration should be consistent with the company's strategy and objectives
.4) To provide the bonus for the purpose of urging the members of the board to make the company successful and long-term development, such as linking the variable part of the bonus to long- term performance
.5) To be determined based on the job level, the tasks and responsibilities assigned to the incumbent, educational qualifications, practical experience, skills, and level of performance
.6) It should take into consideration its compatibility with the size, nature and degree of risks in the
company
.7) Taking into consideration the practices of other companies in determining remunerations, while avoiding the unjustified rise in remunerations and compensations that might result
.8) To aim attracting professional competencies and maintain their motivation, and not to exaggerate the amount of the reward
.9) The remuneration of the independent board members shall not be a percentage of the profits achieved by the company be based directly or indirectly on the profitability of the company
.10) A member of the Board of Directors may be granted a remuneration in return for his membership
in the Audit Committee, or in return for any additional executive, technical, administrative, or advisory work or positions assigned to him by the company, in addition to the remunerations he receives as a member of the Board of Directors and any other committees
.11) The remuneration shall be calculated until the date of expiry of the membership, and if it is decided to terminate the membership of the member due to his non-attendance for three consecutive meetings without a legitimate excuse or for urgent reasons. The member's reward is calculated to the last meeting attended by the member before the termination of his membership
.Second: Executive Management Remunerations :
The executive management rewards are disbursed based on criteria related to the achievement of performance indicators and according to the evaluation results that are conducted annually and the employee’s contribution to the company’s results based on the appropriate evaluation methods and tools
.Third: Reward Disbursement Mechanisms :
1) The Board of Directors, based on the recommendation of the Remuneration and Nomination Committee, determines the amount of remunerations, allowances, incentives, or material or in- kind benefits for the members of the Board of Directors and committees in accordance with this policy and the applicable regulations
.2)
The remuneration of the executive management shall be disbursed according to the approved policy and in accordance with this policy and the applicable regulations
Fourth: Policy Application and Amendment :
The application of this policy starts from the date of its approval by the General Assembly
.Agenda (9)
Social Responsibilities Policy ,
Social Responsibility Policy
Abdullah Al-Othaim Markets Company
Stamp Issue:1/1
Date:10/04/2022G
No of Page (3)
2
Social Responsibility Policy
Abdullah Al-Othaim Markets Company
First: definitions:
The words and phrases herein have the meanings specified below, unless the context require others :
▪ The Company: Abdullah Al-Othaim Markets Company, "a Saudi Public Joint Stock Company."
▪ Shareholders: Everyone who owns shares in Abdullah Al Othaim Markets Company .
▪ Board of Directors: The Board of Directors of Abdullah Al-Othaim Markets Company .
Second: Preface:
Proceeding from the company’s role in the field of social responsibility, and the vision of the Kingdom of Saudi Arabia 2030G, which placed an interest in social responsibility and quality of life, the company has paid great attention and plays a distinguished and wide role in various community service activities, through its policy of community support and offers many targeted and continuous programs in various areas, and the company believes that social responsibility has become a necessity for the company’s long-term success through various activities (charitable, cultural, scientific, health, environmental and social).
Third: Criterion of Social Responsibility:
The company’s success in carrying out its role of social responsibility depends on the community’s participation in occasions and crisis, and taking into account the three pillars of sustainable development, economic growth, social progress, and environmental protection, through its commitment to the following standards:
1) Respect and responsibility for the internal environment (Employees) and the external environment (community members).
2) Support and enhance the community through multiple channels of social action . 3) Supporting initiatives in the field of charitable, social and development work .
4) Protecting the environment by taking the initiative to provide what will serves the environment and improves environmental conditions.
Fourth: Principles:
The company works to enhance the social responsibility policy and is guided in this regard by the general principles, including:
- Sharing Responsibility: Through the cooperation and participation of all company employees in social responsibility .
- Continuous improvement: By measuring and evaluating social responsibility, improving our performance, and introducing new initiatives .
- Commitment: By complying with all relevant legislation and practicing in accordance with the company's values.
- Environment: Contribute to taking what is necessary to protect the environment from any damages and confront environmental challenges .
- Development of cadres and capacity building: through the investment of the company's employees in the implementation of several training and skills development programs .
- Occupational health and safety: By focusing on protecting its human cadres, preventing property losses, reducing costs, and
providing a healthy and safe environment for workers .
3
Social Responsibility Policy
Abdullah Al-Othaim Markets Company
- People of Determination: By empowering and integrating them in the appropriate work for them, taking care of their needs and rehabilitating them to overcome all the challenges they face and reach their maximum potential at work.
Fifth: Partnerships :
The principles of partnership in the field of social work are based on the following:
1) Cooperative partnerships with government and private agencies, charitable and voluntary institutions and bodies.
2) Benefiting from previous experiences in the field of social responsibility and working to strengthen and develop it, in order to achieve comprehensive growth.
3) Encouraging teamwork in a way that serves and achieves the public interest.
Sixth: Budget :
A specific budget is allocated for the company's social responsibility activities and social work channels, which are managed by the company according to the project. Within the company's direction and overall strategy.
Seventh: Publishing of information:
The company's contribution information in this field social responsibility is published in its periodic or annual reports, on the company's website and any other means it deems appropriate.
Eighth: Validity :
This policy applies from the date of its approval by the General Assembly of the company.
Agenda (10)
Competitive Business standards
Competition Business Criterion
Abdullah Al-Othaim Markets Company
Stamp Issue :1/1
Date:10/04/2022G
No of Page (3)
2
Competition Business Criterion
Abdullah Al-Othaim Markets Company
First: definitions:
▪ The Company: Abdullah Al-Othaim Markets Company, "a Saudi public joint stock company."
▪ General Assembly: General Assembly of Shareholders of Souks Abdullah Al-Othaim.
▪ Board of Directors: The Board of Directors of Abdullah Al-Othaim Markets Company .
▪ Board member: Is intended as an executive, non-executive, or independent board member in accordance with definitions related to the company's regulations, regulations, and policies .
▪ Company activity: wholesale and retail trade in food.
▪ Competing business : wholesale and retail trade and foodstuffs as a matter of professionalism .
▪ Senior Executives: CEO, Deputies and Chief Financial Officer.
Second: Application scope:
Competing business criteria apply to any business that would compete with the company's business for the benefit of the board member or for the benefit of senior executives directly or indirectly.
Third: Competitive Business Criterions:
a) Businesses competing with the Company’s activity in the following cases:
1) When establishing a company or owns (30%) Or more shares or stakes in another company or institution that is active in the company.
2) When a board member or a senior executive is in an entity that engages in the company's activity.
3) When he obtains a commercial agency or what is in its judgment, it is apparent or hidden to another company or establishment that is engaged in the company's activity.
b) None of the following cases shall be considered a competing business:
1) Competition through public auctions or public competitions.
2) Carrying out an activity outside the countries in which the company operates.
Fourth: Competition business controls and procedures:
If any of the above criteria are met, the following will be taken into account:
1) Inform the Board of Directors of the competing work that it wishes to practice including the nature of the competing work, any names concerned with it, its duration, and place of practice - inside or outside the Kingdom - and to prove this report in the minutes of the board meeting.
2) Non-participation of a member of the Board of Directors - the stakeholder - in voting on the decision issued in this
regard, whether at the meeting of the Board of Directors or the General Assembly.
3
Competition Business Criterion
Abdullah Al-Othaim Markets Company
3) The Chairman of the Board of Directors shall inform the General Assembly when it convenes of the competition businesses of the Board member, to be verified on an annual basis.
4) Obtaining a license from the General Assembly allows the board member - the stakeholder - to practice competing business.
5) If the General Assembly refuses to grant the license under article (72) of the corporate system and article (46) of the governance regulations, the board member - the stakeholder - must submit his resignation within a specified period by the General Assembly or no more than (90) days from the date of the General Assembly meeting, otherwise his membership in the Board of Directors will be terminated, unless he decides to refrain from competing with the company before the expiry of the general assembly period.
6) The responsibility of Non informing by the practitioner of any competition business, and in the event of failure to report, he shall be responsible for any damages that the company may face as a result of this act.
Fifth: Policy of conflict of interest:
Compliance with the company's policy of conflict of interest shall be taken into account in the event of any action - actual or potential - in which there is a conflict of interest in the interest of the board member.
Sixth: Publishing and access:
It works according to these criterions and is adhered to as of the approval of the General Assembly of Shareholders and is published on the company's website.
Audit Committee Report to the Shareholders
Auditors & Chairman of The Board’s Report With
Regards to Related parties Transactions Agenda
