| Element List | Explanation |
|---|---|
| Introduction | Keir International Company is pleased to announce the results of the Extraordinary General Assembly Meeting (First Meeting), after achieving the legal quorum required for the validity of the meeting. |
| City and Location of the General Assembly's Meeting | Through modern technology means, from the company’s headquarters in Riyadh City. |
| Date of the General Assembly's Meeting | 2026-03-26 Corresponding to 1447-10-07 |
| Time of the General Assembly’s Meeting | 18:30 |
| Percentage of Attending Shareholders | 72.34133% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The meeting was attended by the following members of the Board of Directors: Mr. Ahmed bin Abdulhamid bin Mohammed Al-Hazmi (Chairman of the Board) Dr. Waleed bin Mohammed bin Hamad Al-Bassam Mr. Saud Bin Ata Bin Mohammed AlHezayen Mr. Mohammed bin Ibrahim bin Mohammed Al-Omar Mr. Badr bin Abdullah bin Nahid Al-Dosari |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | Mr. Mohammed bin Ibrahim bin Mohammed Al-Omar (Chairman of the Executive Committee) Dr. Waleed bin Mohammed bin Hamad Al-Bassam (Chairman of the Audit Committee) Mr. Badr bin Abdullah bin Nahid Al-Dosari (Chairman of the Remuneration and Nomination Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | Item 1: The Board of Directors’ report for the fiscal year ending 31/12/2024 was reviewed and discussed. Item 2: The financial statements for the fiscal year ending 31/12/2024 were reviewed and discussed. Item 3: Approval of the external auditor’s report for the fiscal year ending 31/12/2024 after discussion. Item 4: Approval of appointing the company’s external auditor, Al-Luhaidan & Al-Yahya Certified Public Accountants, from among the nominees based on the Audit Committee’s recommendation, to examine, review, and audit the company’s interim financial statements for the first half ending 30/06/2025 and the annual financial statements ending 31/12/2025, and to determine their fees. Item 5: Approval of discharging the members of the Board of Directors from liability for the fiscal year ending 31/12/2024. Item 6: Approval of paying remuneration to the members of the Board of Directors in the amount of SAR 353,500 for the fiscal year ending 31/12/2024. Item 7: Approval of delegating the Board of Directors with the powers of the Ordinary General Assembly regarding the authorization stated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board’s term, whichever is earlier, in accordance with the conditions set forth in the implementing regulations of the Companies Law for listed joint-stock companies. Item 8: Approval of the transactions and contracts executed during the fiscal year ending 31/12/2022 between the company and Al-Jeel Al-Hadith Company, in which Board member Mr. Mamdouh bin Farouk Al-Ghazawi (Non-Executive Member), has an indirect interest. This consists of an execution contract without preferential terms or advantages and is recorded in the financial statements in the amount of SAR 500,000. Item 9: Approval of the transactions and contracts executed during the fiscal year ending 31/12/2023 between the company and Al-Jeel Al-Hadith Company, in which Board member Mr. Mamdouh bin Farouk Al-Ghazawi (Non-Executive Member), has an indirect interest. These transactions were conducted on commercial bases without preferential terms or advantages and are recorded in the financial statements in the amount of SAR 256,161. Item 10: Approval of the transactions and contracts executed during the fiscal year ending 31/12/2023 between the company and Board member Mr. Mohammed bin Ali Al-Dhulaan (Non-Executive Member), who has an indirect interest therein. This consists of a benevolent loan granted to the Company without preferential terms or advantages and is recorded in the financial statements in the amount of SAR 9,144,813. Item 11: Approval of the transactions and contracts executed during the fiscal year ending 31/12/2024 between the company and Board member Mr. Mohammed bin Ali Al-Dhulaan (Non-Executive Member), who has an indirect interest therein. This consists of a benevolent loan granted to the Company without preferential terms or advantages and is recorded in the financial statements in the amount of SAR 15,744,000. Item 12: Approval of the transactions and contracts executed during the fiscal year ending 31/12/2024 between the company and Board member Mr. Ali bin Mohammed Al-Dhulaan (Non-Executive Member), who has an indirect interest therein. This consists of a benevolent loan granted to the Company without preferential terms or advantages and is recorded in the financial statements in the amount of SAR 200,000. Item 13: Approval of transferring the statutory reserve balance amounting to SAR 13,573,347.00, as stated in the financial statements for the year ending 31/12/2024, to the accumulated losses account. Item 14: Approval of transferring the share premium balance amounting to SAR 41,770,250.00, as stated in the financial statements for the year ending 31/12/2024, to the accumulated losses account. Item 15: Approval of the Board of Directors’ recommendation regarding the continuation of the company’s operations despite its losses exceeding half of its capital, in accordance with Article 132 of the Companies Law. |
| Additional Information | For any inquiries, please contact the Investor Relations Department during official working hours at phone: 920011085 ext. (671), or via email at: investors@keir.com.sa |