Rights of Shareholders and the General Assembly
Almarai’s Corporate Governance Rules recognize shareholders as the owners of the Company and provides a framework to protect their rights and support their effective participation in key corporate decisions. Shareholders are entitled to exercise their rights in a fair and transparent manner, including the right to participate and vote in General Assembly meetings, to receive their share of dividends and other distributions, and to access information that enables informed decision making.
Shareholder Rights and Participation
Shareholders may participate in General Assembly meetings and vote on resolutions in accordance with applicable regulations and the Company’s bylaws. The Company provides shareholders with the information required to exercise their rights, including meeting agendas and supporting materials, in advance of General Assembly meetings. Shareholders may also authorize another person to attend and vote on their behalf. Shareholders may also vote electronically through the Tadawulaty platform operated by Edaa.
The Company provides channels for shareholders to communicate with the Company and the Board. The Company aims to ensure that meeting arrangements support broad participation and that shareholders are able to raise questions and express their views during General Assembly meetings. A CMA representative is typically appointed to attend and observe the general assembly meeting.
The Company prepares and maintains the minutes of General Assembly meetings and makes them available to shareholders in accordance with regulatory requirements. The Company also submits General Assembly minutes to the Capital Market Authority within the required timelines.
Required disclosures are published through Tadawul and the Company’s website in accordance with applicable regulations.
Role and Powers of the General Assembly
The General Assembly is the highest authority within the Company. It exercises oversight over the Board of Directors and approves key matters reserved for shareholders under applicable regulations and the Company’s bylaws. These matters include, among others:
- Election and removal of members of the Board of Directors
- Appointment and dismissal of the external auditor and approval of the auditor’s fees
- Approval of the annual financial statements and the distribution of dividends
- Approval of amendments to the Company’s bylaws and other fundamental corporate decisions
- Any other matters that are required to be presented to shareholders under applicable regulations
Dividend Policy and Profit Distribution
Cash dividends are approved or recommended taking into account the Company’s financial performance, cash flows, capital investment requirements, and future funding needs while maintaining a strong financial position and sufficient resilience.
Dividends are approved by the General Assembly in accordance with Almarai’s bylaws. The relevant resolution specifies the entitlement date and distribution date, and the Board of Directors is responsible for implementing the General Assembly’s decision regarding the distribution of profits to shareholders.
Subject to compliance with applicable regulations, Almarai may distribute dividends on an annual basis through the banking system, with the timing and process determined by the Board of Directors in accordance with CMA requirements.
Communication and Escalation of Shareholder Concerns
Shareholders may communicate concerns and inquiries through the appropriate channels. Significant matters raised by shareholders, including those that may affect the Company’s operations or financial position, are escalated to the Board of Directors for consideration through established reporting and communication processes.