| Element List | Explanation |
|---|---|
| Introduction | The board of directors of Rabigh Refining and Petrochemical Company (“Petro Rabigh” or the “Company”) is pleased to announce the results of the extraordinary general assembly meeting (the “EGM”) which included the decrease of the Company’s capital (first meeting), which took place at 18:30 pm on Sunday 10/10/1447H (corresponding to 29/03/2026G) by personal attendance, and remotely by means of contemporary technology. |
| City and Location of the Extraordinary General Assembly's Meeting | In person at the residential compound of Petro Rabigh, Al‑Marjan Hall, in Rabigh Governorate, and via modern technological means using the Tadawulaty system. |
| Date of the Extraordinary General Assembly's Meeting | 2026-03-29 Corresponding to 1447-10-10 |
| Time of the General Assembly’s Meeting | 18:30 |
| Percentage of Attending Shareholders | 78.03% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The EGM was attended by board members as follows: 1- Eng. Ibrahim Q. Al-Buainain (Chairman) 2- Mr. Hamad Y Al Daghreer 3- Eng. Othman A. Al-Ghamdi 4- Eng. Hussain A. Al-Qahtani 5- Eng. Mohammed A. Al-Omair 6- Mr. Motassim A. Al-Maashouq 7- Eng. Abdullah S. Al-Suwailem Names of the board of directors members who were absent from the meeting: 1- Mr. Seji Takeuchi 2- H.E. Dr. Khalid S. Al-Sultan |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | 1. Eng. Ibrahim Q. Al-Buainain (Chairman of Executive Committee) 2. Mr. Motassim A. Al-Maashouq (Chairman of Audit Committee) 3. Eng. Mohammed A. Al-Omair (Chairman of Marketing Steering Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | First: Approving the board’s recommendation to reduce the Company’s share capital in accordance with the following: - Share capital before the reduction: SAR 21,973,649,980 - Share capital after the reduction: SAR 16,709,999,980 - Share capital of Class A before the reduction: SAR 16,710,000,000 - Share capital of Class A after the reduction: SAR 11,446,350,000 - Percentage of capital reduction: The reduction represents 23.95% of the current share capital, while the reduction percentage relating only to the share capital represented by Class (A) ordinary shares represents 31.50%. - Number of shares before the reduction: 2,197,364,998 - Number of shares after the reduction: 2,197,364,998 - Method of capital reduction: Reduction of the share capital by an amount of SAR 5,263,650,000 through reducing the nominal value of the Class (A) ordinary share from ten (10) Saudi Riyals to six Saudi Riyals and eighty‑five halalas (6.85). - Reason for the reduction: To reduce the accumulated losses. - Effective date of the reduction: If this item is approved, the reduction resolution shall be effective with respect to the Company’s shareholders holding Class (A) shares on the date of the Extraordinary General Assembly, who are registered in the Company’s shareholders register maintained by the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the Extraordinary General Assembly at which the capital reduction is approved. - Impact of the capital reduction on the Company’s obligations: The Company has appointed PricewaterhouseCoopers, Certified Public Accountants, to issue an independent practitioner limited assurance report on the Board of Directors statement prepared in relation to the capital reduction, which sets out the reasons for the reduction and its expected impact on the Company’s obligations and total shareholders’ equity. Based on this statement, the capital reduction will have no impact on the Company’s obligations or total shareholders’ equity. - Amending Article (9) of the Company’s bylaws relating to share capital (attached), and - Amending Article (10) of the bylaws relating to subscription for shares (attached). Second: Approving the Board of Directors resolution to appoint Hamad Al Daghreer as a non‑executive Board member, effective from 9 October 2025, to complete the current Board term until the end of the current Board term on 2 November 2027, in replacement of Board member Noriaki Takeshita (non‑executive). Third: Approving the Board of Directors resolution to appoint Abdullah Al-Suwailem as a non‑executive Board member, effective from 9 October 2025, to complete the current Board term until the end of the current Board term on 2 November 2027, in replacement of Board member Tetsuo Takahashi (non‑executive). |
| Additional Information | The Company would like to note that the capital reduction resolution shall be effective with respect to the Company’s shareholders holding Class (A) shares on the date of the Extraordinary General Assembly, who are registered in the Company’s shareholders register maintained by the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the Extraordinary General Assembly at which the capital reduction is approved. The Company further notes that there will be no suspension of trading of the Company's shares and no adjustment to the share price as the reduction will be implemented through reducing the nominal value of the Class (A) ordinary share, without any share cancellation. |
