| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) is pleased to announce the results of the Extraordinary General Assembly meeting (Second Meeting), which was held via modern technology means at 6:45 PM on Tuesday, 23/12/1447 AH, corresponding to 9/6/2026 AD Due to the lack of a quorum for the first meeting at 6:45, the second meeting was held one hour later, at 7:45, with an attendance rate of 45.81% |
| City and Location of the General Assembly's Meeting | The company's headquarters - Riyadh - Kingdom of Saudi Arabia through modern technology by using TADAWULATY system only |
| Date of the General Assembly's Meeting | 2026-06-09 Corresponding to 1447-12-23 |
| Time of the General Assembly’s Meeting | 19:45 |
| Percentage of Attending Shareholders | 45.81% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board of Directors Members attended the meeting: Mr. Khalid Abdulrahman Alqwaiz Dr. Ibrahim Abdulrahman Aljaffali Mr. Khalid Ibrahim Alrabiah Dr. Ahmad Hamdan Aljedai Dr. Fahad Abdulaziz Alrabiah Dr. Mai Abdullah Alajjaji Mr. Khaldoon Abdullah Alfakhri Mr. Faisal Marzooq Alfahhadi Mr. Farhan Waleed Albuainain |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | The following Committees’ Chairmen attended the meeting: Mr. Khalid Abdulrahman Alqwaiz (The Chairman of Executive Committee) Dr. Ibrahim Abdulrahman Aljuffali (The Chairman of Governance & Risk Committee) Dr. Mai Abdullah Alajjaji (The Chairman of Nomination and Remuneration Committee) Mr. Farhan Waleed Albuainain (The Chairman of Audit Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | The following Committees’ Chairmen attended the meeting: Mr. Khalid Abdulrahman Alqwaiz (The Chairman of Executive Committee) Dr. Ibrahim Abdulrahman Aljuffali (The Chairman of Governance & Risk Committee) Dr. Mai Abdullah Alajjaji (The Chairman of Nomination and Remuneration Committee) Mr. Farhan Waleed Albuainain (The Chairman of Audit Committee) 1. The Board of Directors' report for the fiscal year ending December 31, 2025, was reviewed and discussed. 2. The consolidated financial statements for the fiscal year ending December 31, 2025, were reviewed and discussed. 3. The company's auditor's report for the fiscal year ending December 31, 2025, was approved after discussion. 4. The additional fees (SAR 127,313) for the external auditor KPMG for the fiscal year 2024 were approved. 5. The additional fees (SAR 300,000) for the external auditor KPMG for the fiscal year ending December 31, 2025, were approved. 6. The Board of Directors was discharged from liability for the fiscal year ending December 31, 2025. 7. Approval of the Board of Directors' recommendation to distribute cash dividends of SAR 42,000,000 to shareholders for the fiscal year ending December 31, 2025, representing 3.5% of the company's share capital. Eligibility for the dividends will be for shareholders who own shares at the close of trading on the day of the General Assembly meeting and are registered in the company's shareholder register at the Securities Depository Center Company (Edaa) at the end of the second trading day following the General Assembly meeting. The distribution will be made within fifteen (15) working days from the date of the General Assembly meeting. 8. Approval to transfer the entire statutory reserve of SAR 360,684,866, as shown in the financial statements for the period ending December 31, 2025, to retained earnings. 9. Approval to pay SAR 4,750,000 as remuneration to the members of the Board of Directors and committees for the fiscal year ending December 31, 2025, in accordance with the recommendation of the Nominations and Remuneration Committee. 10. Approval for the company to purchase up to a maximum of (889,604) of its own shares for allocation to its employees under the Employee Stock Ownership Program. The purchase will be financed from the company's available cash. The Board of Directors is authorized to complete the purchase within a maximum period of eighteen months from the date of the Extraordinary General Assembly's resolution. The company will retain the purchased shares for a maximum period of (4) years from the date of the Extraordinary General Assembly's approval until they are allocated to eligible employees. After this period, the company will follow the procedures and controls stipulated in the relevant regulations and bylaws. 11. Approval to authorize the Board of Directors with the powers of the Ordinary General Assembly to authorize the allocation stipulated in paragraph (1) of Article Seventy-One (71) 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 term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions stipulated in the regulatory controls and procedures issued pursuant to the Companies Law for listed joint-stock companies. 12. Approval of the transactions and contracts concluded between Spimaco and the Arab Company for Pharmaceutical Industries (ACDIMA) related to contracts at ACDIMA's Bioequivalence and Pharmaceutical Studies Center during 2025, in which Mr. Khalid bin Ibrahim Al-Rabiah, Chairman of ACDIMA's Board of Directors, and Dr. Ibrahim bin Abdulrahman Al-Jafali, a member of ACDIMA's Board of Directors, have an indirect interest. The total value of these transactions and contracts during 2025 amounted to SAR 2,563,256, without any preferential terms. 13. Approval of the transactions and contracts concluded between Spimaco Pharmaceuticals and Spimaco Morocco during 2025, in which Dr. Ibrahim bin Abdulrahman Al-Jafali, a member of Spimaco Morocco's Board of Directors, has an indirect interest. These contracts include the sale of products to Spimaco Morocco, with a transaction volume of SAR 2,351,881 without preferential terms. 14. Approval of the transactions and contracts concluded between Spimaco Pharmaceuticals and KAD Middle East during 2025, in which Board Member Dr. Ibrahim bin Abdulrahman Al-Juffali has an indirect interest, as he is a member of the Board of Directors of KAD Middle East. These contracts include the purchase of raw materials from KAD Middle East, with a transaction volume of SAR 11,279,953 without preferential terms. 15. Approval of the transactions and contracts concluded between Spimaco Pharmaceuticals and KAD Middle East during 2025, in which Board Member Dr. Ibrahim bin Abdulrahman Al-Juffali has an indirect interest, as he is a member of the Board of Directors of KAD Middle East. These transactions include expenses incurred on behalf of KAD Middle East Company, and the total transaction volume amounted to SAR 18,925,000 without preferential terms. 16. Approval of amending Article 20 of the Company's Articles of Association concerning voting at general assemblies. 17. Approval of adding a new article to the Company's Articles of Association concerning participation and ownership in companies. 18. Approval of adding a new article to the Company's Articles of Association concerning the issuance of shares. 19. Approval of adding a new article to the Company's Articles of Association concerning the suspension of pre-emption rights. 20. Approval of adding a new article to the Company's Articles of Association concerning capital reduction. 21. Approval of adding a new article to the Company's Articles of Association concerning vacant positions. 22. Approval of adding a new article to the Company's Articles of Association concerning the powers of the Ordinary General Assembly. 23. Approval of adding a new article to the Company's Articles of Association concerning the powers of the Extraordinary General Assembly. 24. Approval of adding a new article to the company's Articles of Association concerning the quorum required for holding an Ordinary General Assembly meeting. 25. Approval of adding a new article to the company's Articles of Association concerning the quorum for an Extraordinary General Assembly meeting. 26. Approval of adding a new article to the company's Articles of Association concerning resolutions of the General Assembly. 27. Approval of adding a new article to the company's Articles of Association concerning discussions at the General Assembly. 28. Approval of adding a new article to the company's articles of association relating to auditors. 29. Approval of rearranging, classifying, and renumbering the articles of the company's articles of association to reflect the proposed amendments outlined above, should they be approved. |
Saudi Pharmaceutical Industries and Medical Appliances Corp. Announces the Results of the Extraordinary General Assembly Meeting (Second Meeting)
AI Summary
- SPIMACO shareholders approved a cash dividend of SAR 42,000,000 for the 2025 fiscal year, representing 3.5% of the company's share capital, with distribution to be completed within 15 working days.
- The assembly approved the transfer of the entire statutory reserve, totaling SAR 360,684,866, into retained earnings as of December 31, 2025.
- Authorization was granted for the company to purchase up to 889,604 of its own shares for an Employee Stock Ownership Program (ESOP), to be financed by available cash within an 18-month execution window.
- Shareholders approved SAR 4,750,000 in Board and committee remuneration for FY 2025 and ratified several amendments to the Articles of Association regarding capital reduction, share issuance, and voting procedures.
