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Saudi Arabian Mining Company (Maaden) Announces the Results of the 13th Extraordinary General Assembly Meeting which includes the approval on the Company's capital increase (First Meeting).

MAADEN 1211 -0.75% 52.90 -0.40
Element List Explanation
City and Location of the Extraordinary General Assembly's Meeting Through modern technology means from the Company’s office in Riyadh (using Tadawulaty system)
Date of the Extraordinary General Assembly's Meeting 2025-06-24 Corresponding to 1446-12-28
Time of the General Assembly’s Meeting 19:00
Percentage of Attending Shareholders 74.65985%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following Board members attend the meeting:

1) H.E. Yaser bin Othman AlRumayyan (Chairman)

2) H.E. Eng. Khalid bin Saleh AlMudaifer (Vice Chairman)

3) H.E. Ahmed Abdulaziz Alhakbani

4) Mr. Abdallah bin Saleh bin Juma’ah

5) Dr. Mohammed bin Yahya Al-Qahtani

6) Dr. Ganesh Kishore

7) Dr. Manar Moneef AlMoneef

8) Eng. Nabilah bint Mohammed AlTunisi

9) Ms. Sofia Bianchi

10) Mr. Richard O’Brien

11) Mr. Robert Wilt

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf Chairman of Audit Committee:

Dr. Manar Moneef AlMoneef

Chairman of Nomination and Remuneration Committee:

Mr. Abdallah bin Saleh bin Juma’ah

Chairman of Executive Committee:

Dr. Mohammed bin Yahya Al-Qahtani

Chairman of Safety & Sustainability:

Eng. Nabilah bint Mohammed AlTunisi

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. Reviewed and discussed the Board of Directors’ report for the fiscal year ended on 31st December 2024.

2. Approval on the External Auditors report for the fiscal year ended on 31st December 2024.

3. Reviewed and discussed the Consolidated Financial Statements for the fiscal year ended on 31st December 2024.

4. Approval on the works and contracts conducted between Maaden and the Saudi Arabian Oil Company (“Saudi Aramco”) in which the following board members have an indirect interest H.E. Yasir AlRumayyan and Mohammed AlQahtani. A purchase agreement of raw materials and supplies during the fiscal year of 2024 with the amount of (2,193,939,354) two billion one hundred ninety-three million nine hundred thirty-nine thousand three hundred fifty-four Saudi riyals without preferential terms.

5. Approval on the works and contracts conducted between Maaden and the Saudi Basic Industries Corporation (‘’SABIC’’), in which the following members of the Board of Directors have an indirect interest, which is: H.E. Yasir AlRumayyan and Mohammed AlQahtani. A marketing agreement during the fiscal year of 2024 with the amount of (3,353,067,602) three billion three hundred fifty-three million sixty-seven thousand six hundred two Saudi riyals without preferential terms.

6. Approval on the works and contracts conducted between Maaden and Public Investment Fund (PIF), in which the Chairman of the Board of Directors has an indirect interest, which is: H.E. Yasir Al-Rumayyan. A finance cost incurred on long term borrowings from PIF during the fiscal year of 2024 with the amount of (406,872,121) four hundred six million eight hundred seventy-two thousand one hundred twenty-one Saudi Riyals without preferential terms.

7. Approval on the works and contracts conducted between Maaden and Future Investment Initiative Institute (FII), in which the Chairman of the Board of Directors have an indirect interest, which is: H.E. Yasir Al-Rumayyan. A sponsorship contract for the eighth edition of the FII during the fiscal year of 2024 with the amount of (5,625,000) five million six hundred and twenty-five thousand Saudi riyals without preferential terms.

8. Approval on the works and contracts conducted between Maaden and the Saudi Mining Services Company in which the following members of the Board of Directors have an indirect interest, which is: H.E. Khalid Al-Mudaifer, A sponsorship contract for the Future Mining Conference in its fourth edition during the fiscal year of 2024 with the amount of (6,000,000) six million Saudi riyals without preferential terms.

9. Approval on the works and contracts will be conducted between Maaden and LIV Golf, in which the Chairman of the Board of Directors has an indirect interest, which is: H.E. Yasir Al-Rumayyan. A sponsorship contract for five years with an amount of (56,250,000) Fifty-six million, Two hundred fifty thousand Saudi riyals per year or (281,250,000) two hundred eighty-one million two hundred fifty thousand Saudi riyals for the five-year period during the fiscal year of 2025 without preferential terms.

10. Approval on the discharge of the Board of Directors from liabilities for their management of the company during the financial year ended on 31st December 2024.

11. Approval to pay the amount of (13,155,410) Thirteen Million One Hundred Fifty-Five Thousand and Four hundred and Ten Saudi Riyals as remuneration of the Board of Directors & Committees members for the fiscal year ended on 31st December 2024.

12. Approval to Delegate the Board of Directors with the authority of the Ordinary General Assembly to grant the license mentioned in paragraphs 1 and 2 of Article 27 of the Companies Law for a period of one year from the date of the assembly's approval to approve the works and contracts for Maaden, provided that the total amount of the work or contract 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 Riyals.

13. Approval on increasing Maaden's share capital from thirty-eight billion twenty seven million eight hundred fifty eight thousand and seven hundred and ten Saudi Riyals (38,027,858,710) to thirty eight billion eight hundred eighty seven million six hundred thirty four thousand one hundred and eighty Saudi Riyals (38,887,634,180), representing an increase percentage amounting to (2.26%) of Maaden's current share capital, and increasing its shares from three billion eight hundred two million seven hundred eighty five thousand and eight hundred and seventy one (3,802,785,871) ordinary shares to three billion eight hundred eighty eight million seven hundred sixty three thousand and four hundred and eighteen (3,888,763,418) ordinary shares through issuing eighty five million nine hundred seventy seven thousand five hundred forty seven (85,977,547) new ordinary shares with a par value of ten Saudi Riyals (10) per share for the Sellers for the purpose of acquiring all the shares held by AWA Saudi in MBAC, being one hundred twenty eight million and ten thousand (128,010,000) ordinary shares, representing twenty five point one per cent. (25.1%) of the entire issued share capital of MBAC, and all the shares held by Alcoa Saudi in MAC, being one hundred sixty-five million one thousand and one hundred and twenty-five (165,001,125) ordinary shares, representing twenty-five point one per cent. (25.1%) of the entire issued share capital of MAC. in accordance with the terms and conditions of the Share Purchase and Subscription Agreement entered into between Maaden, Alcoa Corporation (in its capacity as the guarantor) and the Sellers, for the purpose of executing the Transaction, on 12/03/1446H (corresponding to 15/09/2024G) (the “Transaction”) as well as to vote on other matters related to the Transaction, as per the below:

a) Provisions of the Share Purchase and Subscription Agreement entered into between Maaden, Alcoa Corporation (in its capacity as the guarantor) and the Sellers on 12/03/1446H (corresponding to 15/09/2024G).

b) Increasing Maaden’s share capital from thirty eight billion twenty seven million eight hundred fifty eight thousand and seven hundred and ten Saudi Riyals (38,027,858,710) to thirty eight billion eight hundred eighty seven million six hundred thirty four thousand one hundred and eighty Saudi Riyals (38,887,634,180) in accordance with the terms and conditions of the Share Purchase and Subscription Agreement; this increase shall be effective on the date of Transaction completion as per the Companies Law and the Share Purchase and Subscription Agreement;

c) Amendment of article seven (7) of the company's bylaws related to Share Capital and article eight (8) of the company's bylaws related to Subscription in Company Shares.

d) Authorization of the board of directors of Maaden, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement this resolution.

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