| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) is pleased to invite the Company shareholders to participate and vote in the Extraordinary General Assembly meeting that will be held at 6:45 PM on Tuesday, 23/12/1447 AH, corresponding to 9/6/2026 AD via means of modern technology using Tadawulaty system. |
| 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 http://www.tadawulaty.com.sa |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-09 Corresponding to 1447-12-23 |
| Time of the General Assembly’s Meeting | 18:45 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | An extraordinary general meeting is valid if attended by shareholders representing at least half of the share capital. If the quorum is not met for this meeting, a second meeting will be held one hour after the scheduled end time of the first meeting and will be valid if attended by shareholders representing at least one-quarter of the share capital. |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors' report for the fiscal year ending December 31, 2025 2. Review and discuss the consolidated financial statements for the fiscal year ending December 31, 2025 3. Voting on the company's external auditor's report for the fiscal year ending December 31, 2025, after discussion. 4. Voting on the additional fees (SAR 127,313) for the external auditor for the 2024 fiscal year 5. Voting on the additional fees (SAR 300,000) for the external auditor for the fiscal year ending December 31, 2025 6. Voting on the discharge of the Board of Directors from liability for the fiscal year ending December 31, 2025 7. Voting on the Board of Directors’ recommendation to distribute cash dividends in the amount of (42,000,000) riyals to shareholders for the financial period ending on December 31, 2025, at a rate of 3.5% of the company’s capital, provided that the entitlement is for shareholders who own shares at the end of trading on the day of the General Assembly meeting and are registered in the company’s shareholder register with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the date of the General Assembly meeting, provided that the distribution is done within (15) working days from the date of the meeting. 8. Voting on transferring the entire statutory reserve amount (360,684,866) riyals as in the financial statements for the period ending on 31/12/2025 to the retained earnings account. 9. Voting on the disbursement of SAR 4,750,000 as remuneration to members of the Board of Directors and the committes for the fiscal year ending December 31, 2025, in accordance with the recommendation of the Nominations and Remuneration Committee. 10. The Extraordinary General Assembly voted to approve the company's purchase of up to 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 18 months from the date of the Extraordinary General Assembly's resolution. The company will retain the purchased shares for a maximum of four 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 regulations stipulated in the relevant laws and bylaws. 11. Voting on delegating the authority of the General Assembly to the Board of Directors as stated in paragraph (1) of Article 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 delegated Board of Directors, whichever comes first, in accordance with the regulatory rules and procedures issued pursuant to the Companies Law for listed joint stock companies 12. Voting on the transactions and contracts concluded between Spimaco and the Arab Company for Pharmaceutical Industries (ACDIMA) related to the work of ACDIMA's Bioequivalence and Pharmaceutical Studies Center during 2025, in which two board members, Mr. Khalid bin Ibrahim Al-Rabiah, Chairman of ACDIMA's Board of Directors, and Dr. Ibrahim bin Abdulrahman Al-Jafali, a board member of ACDIMA, have an indirect interest. The total value of these transactions and contracts during 2025 amounted to SAR 2,563,256, without preferential terms. 13. Voting on the transactions and contracts concluded between Spimaco Pharmaceuticals and Spimaco Morocco during 2025, in which Dr. Ibrahim bin Abdulrahman Al-Jafali, a board member of Spimaco Morocco, has an indirect interest. These contracts involve the sale of products to Spimaco Morocco, and the total value of these transactions amounted to SAR 2,351,881, without preferential terms. 14. Voting on the transactions and contracts concluded between Spimaco Pharmaceutical Company and KAD Middle East Company 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 Company. These contracts include the purchase of raw materials from KAD Middle East Company, with a total transaction value of SAR 11,279,953, without preferential terms. 15. Voting on the transactions and contracts concluded between Spimaco Pharmaceutical Company and KAD Middle East Company 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 Company. These transactions include expenses incurred on behalf of KAD Middle East Company, with a total transaction value of SAR 18,925,000, without preferential terms. 16. Voting on amending Article Twenty of the company's bylaws relating to voting in general assemblies. 17. Voting on adding a new article to the company's articles of association related to participation and ownership in companies 18. Voting on adding a new article to the company's articles of association related to the issuance of shares. 19. Voting on adding a new article to the company's articles of association relating to the suspension of the right of pre-emption. 20. Voting on adding a new article to the company's articles of association related to reducing capital. 21. Voting on adding a new article to the company's bylaws relating to the vacant position. 22. Voting on adding a new article to the company's articles of association relating to the powers of the ordinary general assembly. 23. Voting on adding a new article to the company's articles of association relating to the powers of the extraordinary general assembly. 24. Voting on adding a new article to the company's articles of association relating to the quorum required to hold an ordinary general assembly meeting 25. Voting on adding a new article to the company's Articles of Association concerning the quorum for Extraordinary General Meetings. 26. Voting on adding a new article to the company's Articles of Association concerning resolutions of the General Assembly. 27. Voting on adding a new article to the company's Articles of Association concerning discussions at the General Assembly. 28. Voting on adding a new article to the company's Articles of Association concerning auditors. 29. Voting on rearranging, classifying, and renumbering the articles of the company's Articles of Association to reflect the proposed amendments in the items above, should they be approved |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholder has the right to discuss the topics on the assembly’s agenda and ask questions electronically through TADAWULATY services by using the following link: http://www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders who registered in the Tadawulaty system can vote remotely on the agenda items, starting at 01:00 am on Friday, dated 19/12/1447 AH corresponding to 5/06/2026 AD, until the end of the Extraordinary General Assembly Meeting. Tadawulaty registration and voting on the General Assembly agenda items is available for all shareholders and free of charge. Shareholders can register in Tadawulaty services and vote via the website: http://www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | The company is pleased to receive any inquiries from the shareholders related to the agenda and reply to any questions from the date of publishing this announcement. Moreover, the questions of the shareholders will be replied during the General Assembly meeting. Kindly contact us on the below: Tel: 0112523320 General.Assemblies@SPIMACO.sa |
| Attached Documents | Attached Documents Attached Documents Attached Documents Attached Documents Attached Documents |
Saudi Pharmaceutical Industries and Medical Appliances Corp. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)
AI Summary
- SPIMACO invited shareholders to an Extraordinary General Assembly meeting on June 9, 2026, to vote on a recommended cash dividend of SAR 42 million (3.5% of capital) for the 2025 fiscal year.
- The agenda includes voting on the transfer of the entire statutory reserve, totaling SAR 360.7 million, into the company's retained earnings account.
- Shareholders will vote on the purchase of up to 889,604 treasury shares to be allocated for an Employee Stock Ownership Program (ESOP), financed by available cash.
- Other items for approval include SAR 4.75 million in Board remuneration, several related party transactions exceeding SAR 35 million, and extensive amendments to the company’s Articles of Association.
