General Assembly Meeting's Agenda
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Saudi Ground Services Co. Announces to Invites to its Shareholders to Attend the (1st Meeting) Ordinary General Meeting by Using Modern Media Platform Element List Explanation Introduction The Board of Directors of Saudi Ground Services is pleased to invite its shareholders to attend the company's Ordinary General Assembly Meeting (First Meeting), which is scheduled to be held, at exactly 6:30 pm on Shawal 22, 1442H corresponding to June 3, 2021G, in Jeddah City, utilizing modern technology through the use of Tadawulaty system, to ensure the safety of shareholders to support the preventive and precautionary efforts and measures by the health authorities to address the emerging Corona Virus (COVID-19), and as an extension of the continuous efforts made by all government agencies in The Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread. City and Location of Using Modern Media Platforms. the Ordinary General Assembly’s Meeting URL for Meeting https://www.tadawulaty.com.sa/ Location Date of the Ordinary Shawal 22, 1442H Corresponding June 3, 2021G General Assembly’s Meeting Time of the Ordinary 18:30 General Assembly's Meeting Attendance Eligibility Each shareholder who is registered in the Company’s Shareholders Register at the Securities Depository Center at the end of the trading session preceding the General Assembly meeting has the right to register electronic attendance and vote using the (Tadawulaty system) at the Assembly meeting, according to the rules and regulations. Quorum for In accordance with the Article (38) of the Articles of Association of the company, The legal quorum for holding Convening the the Ordinary General Assembly is the presence of shareholders who represent at least (half) 50% of the Ordinary General company's capital. Assembly's Meeting Ordinary General 1. Vote on the board of directors' report of the fiscal year ended 31st December 2020. Assembly Meeting 2. Vote on the reference report on the fiscal year ended 31st December 2020. Agenda 3. Vote on financial statements for the fiscal year ended 31st December 2020. 4. Vote on absolving liability of the Board of Directors of the fiscal year ended 31st December 2020. 5. Vote on the appointing of the company's external auditor from among the candidates based on the recommendation of the audit committee to examine, review and audit the financial statements for the second, third, fourth quarters and annual for the year 2021 and the first quarter of 2022, and determine their fees. 6. Vote on the appointing Capt. Fahd Cynndy - Member of the (Executive Board of Directors), from the date of his appointing 01-02-2021G, to complete the board session until the end of the current session, which ended on 05-06-2022, replacing former member Mr. Omar Hariri (Non-Executive Member). (CV attached). 7. Vote on the Board of Directors delegated the authority of the Ordinary General Assembly to the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the period of the authorized Board of Directors, whichever is earlier, per the conditions mentioned in the controls and procedures regulatory issued in implementation of the system of private companies listed contributed companies. 8. Vote on the business and contracts that will be concluded between the company and the Saudi Airlines, in which the board member Con Korfiatis has an indirect interest in it, as he works for the Flyadeal Company, which is 100% owned by the corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions in the year 2020 amounted to 629,222,707 SAR annually with the knowledge that these transactions take place on a commercial basis and without preferential terms. (attached). 9. Vote on the business and contracts that will be concluded between the company and the Saudia Cargo Ltd. and the Board member that Con Korfiatis has an indirect interest in it, Where it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted 19,339,647 SAR annually, noting that these transactions are carried out on a commercial basis and without preferential conditions.(attached). 10. Vote on the business and contracts that will be concluded between the company and the Saudi Aerospace Engineering and Industry Company, and the Board member Con Korfiatis has an indirect interest in it, Where it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted 108,165,488 SAR annually, noting that these transactions are carried out on commercial basis and without preferential conditions.(attached). 11. Vote on the business and contracts that will be concluded between the company and the Saudi Private Aviation Company (SPA), and the board member Con Korfiatis has an indirect interest in it, as it works for Flyadeal Company, which is 100% owned by the corporation, which is about the provision of ground handling services, noting that transactions for the year 2020 are amounted at 12,159,031 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(attached). 12. Vote on the business and contracts that will be concluded between the company and the Royal Fleet Services Company and a member of the Board of Directors that Con Korfiatis has an indirect interest in it, as it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that the transactions are for the year 2020 amounted 77,773,226 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(attached) 13. Vote on the business and contracts that will be concluded between the company and Flyadeal, and a member of the board of directors that Con Korfiatis has an indirect interest in it, as he works for the airline, which is 100% owned by the corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that the transactions for the year 2020 amounted 81,050,686 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms. (attached). 14. Vote on the business and contracts that will take place between the company and the Saudi Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al Buainain, Eng. Saleh Hefni and Capt. Fahad Cynndy, has an indirect interest in it as they occupy the membership of the Board of Amad Company which is about providing ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted to 1,499,130 SAR annually, noting that these transactions are carried out on commercial basis and without preferential conditions. (attached). 15. Vote on the business and contracts that will be concluded between the company and the Saudi Arabia Holding Company, in which the board member Con Korfiatis has an indirect interest in it, as he works for the Flyadeal Company, which is 100% owned by the corporation, which is about the provision of Staff secondment services at the Kingdom's airports, noting that transactions in the year 2020 amounted to 11,678,728SAR annually, SAR annually with the knowledge that these transactions take place on a commercial basis and without preferential terms. (attached). 16. Vote on the business and contracts that will be concluded between the company and the Saudi Al-Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al-Buainain, Eng. Saleh Hefni and Capt. Fahd Cynndy, an indirect interest in it, as they occupy the membership of the Board of Al-Amad Company, which is about providing rental service for operating vehicles at the Kingdom's airports, noting that transactions in the year 2020 amounted 10,270,515 SAR annually, noting that these transactions are carried out on a commercial basis and without preferential terms. (Attached). 17. Vote on the business and contracts that will be concluded between the company and the Saudi Airlines Catering Company, and the Con Korfiatis Board member has an indirect interest in, who works for Flyadeal Company and it is 100% owned by the Corporation, which is about the provision of subsistence service to the employees of the company, noting that the transactions for the year 2020 amounted 31,438,733 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(Attached). 18. Vote on the business and contracts that will be concluded between the company and the Saudi Aerospace Engineering and Industry Company, and the board member has an indirect interest in Con Korfiatis, who works for Flyadeal and is 100% owned by the corporation, which is about providing maintenance services for the company's equipment, noting that the transactions for the year 2020 are amounted. 26,603,720 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms. (attached). 19. Vote on the business and contracts that will be concluded between the company and the Saudi Al-Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al-Buainain, Eng. Saleh Hefni and Capt.