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Shareholder Extraordinary general assembly meeting results

Fri Nov 20 19:03:32 AST 2020

Saudi Company for Hardware (SACO) announces that the company held its Extraordinary general assembly meeting in the Headquarter in Riyadh on 20-04-2016 corresponding to 13-07-1437 at 20:00. All resolutions of the meeting are as follows:

1- Approve the amendment of Article (2) of Bylaws concerning Company's name according to Annex (1).

2- Approve the amendment of Article (3) of Bylaws concerning activates of the company according to Annex (1).

3- Approve the amendment of Article (21) of Bylaws concerning powers of Board according to Annex (1).

4- Approve the report of the Board of Directors for the fiscal year ending 31/12/2015.

5- Approve the auditor's report for the fiscal year ending 31/12/2015.

6- Approve the financial statements for the fiscal year ending 31/12/2015.

7- Approve the appointment and audit fees of the External Auditors (PwC) nominated by the Audit Committee for the audit of the quarterly and annual financial statements and balance sheet for the current year 2016.

8- Approve the distribution of total cash dividends to shareholders for the Q1 for the year 2015 of SR 48 million at the rate of SR 02 per share (equivalent to 20% of total company's paid-in capital).

9- Approve the authorization of Board of Directors to distribute dividends to the shareholders and setting the record and payment dates according to the rules and regulations of the Ministry of Commerce.

10- Approve the appointment of Mr. Talal Mohammed Baksh as non-executive board member for the current cycle, according to the decision made by Board of Directors, instead of resigned member Mr. Samaual Taha Baksh.

11- Approve the transactions and contracts executed between the Company, heirs of Abdullah Taha Baksh, and SAMACO Company due to the related parties and to authorize such transactions and contracts till the end of fiscal year ending 31/12/2016,(as per Annex 2 regarding amounts and conditions) as follows:

A. Lease contract for a store in Jeddah signed on 03/03/1430 corresponding to 28/02/2009 by and between SACO and Heirs of Abdullah Taha Baksh represented by Mr. Samaual Taha Baksh (a board member till 22/11/2015), which is valid for five years, and this contract has been renewed till 26/02/2020.

B. Lease contract for a store in Jeddah signed on 17/04/1433 corresponding to 10/03/2012 by and between SACO and Heirs of Abdullah Taha Baksh represented by Mr. Samaual Taha Baksh (a board member till 22/11/2015), which is valid for three years, and this contract has been renewed till 08/04/2017.

C. Transactions executed between SACO and SAMACO, which owned by Mr. Abdulrahman Hassan Sharbatly, who is one of the Major shareholders, in regard to supplying of pools & accessories, and outdoor toys during the fiscal year 2015.

12- Approve the acquisition of all shares of Medscan Terminal Company Ltd. for an amount of SR 37 Million divided as (99%) for SACO and (1%) for Mr. Sameer Mohammed Abdulaziz Al Hamidi in order to maintain the legal status of Medscan, considering that SACO shall acquire all shares of Medscan (100%) when the Ministry of Commerce regulations permit this, considering that there are related parties in this acquisition. Considering also that Mr. Samaual Taha Baksh (BOD members), whose membership ended on 22/11/2015, and the Mr. Diwan Sadeq Abdul Bassir Fadl (BOD members), and Mr. Talal Mohammed Baksh (BOD members) are representatives of Abrar International Holding Co. which is one of the major shareholders of SACO. Furthermore, the Abrar International Holding Co. is related to this acquisition transaction, as Retaaj Al Moutamiza Investment Company Ltd., one of Medscan's owners, is owned by the same shareholders who own Abrar International Holding Co., and there are no preferential terms in this acquisition.

13- Approve the distribution of SR 800,000 as the Board of Directors remuneration for eight members as SR 100,000 each for the fiscal year ending 31/12/2015.

14- Approve release of Board of Directors members from their liabilities for the fiscal year ending 31/12/2015.