| Element List | Explanation |
|---|---|
| Introduction | Aljouf Mineral Water Bottling Co. announces the opening of nominations for membership in the company’s Board of Directors for the next session, which will start, God willing, on 08/31/2025 AD for a period of four years. Those wishing to nominate themselves for membership in the Board of Directors and who meet the conditions and qualifications for membership, should submit their nomination applications within the period specified in the announcement and in accordance with the details contained in this announcement. Nominations will be in accordance with the provisions of the Companies Law issued by the Ministry of Commerce and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the policies, standards and procedures for membership in the Board of Directors approved by the General Assembly of the company’s shareholders. The nominated members will be elected during the company’s next General Assembly meeting, the date of which will be announced later after obtaining the necessary approvals from the competent authorities. |
| Type of Assembly | New Session |
| Term Start Date | 2025-08-31 |
| Term End Date | 2029-08-30 |
| Number of members | 5 |
| Nomination Start Date | 2025-06-04 Corresponding to 1446-12-08 |
| Nomination End Date | 2025-07-03 Corresponding to 1447-01-08 |
| Applications Submission Method | Original nomination applications, their attachments, and the aforementioned forms should be submitted to the Nominations and Remuneration Committee before the end of the nomination period specified in the announcement and during official business hours (8 a.m. to 5 p.m.) by any of the following methods: 1. Hand-deliver to the Secretary of the Nominations and Remuneration Committee in Riyadh, King Salman District, Turki bin Ahmed Al-Sudairy Street. 2. Email to board@hilwawater.com For inquiries, please contact 0533316907 during official business hours. |
| Policy and criteria of nomination | Candidates must meet the nomination requirements for Board membership stipulated in the relevant rules and regulations, in accordance with the following: • Fulfillment of the policies, standards, and procedures for Board membership (attached). • A signed notification addressed to the Nominations and Remuneration Committee indicating their desire to run for office during the announcement period specified above. The notification must be accompanied by a curriculum vitae (CV), qualifications, and practical experience in the company's field of activity (attached). • Submission of Form (1) of the CV in both Arabic and English (attached). • Submission of a signed copy of Form No. (3) issued by the Capital Market Authority for nomination to Board membership. The form can be obtained through the Authority's website www.cma.org.sa (attached). • Attachment of a clear, valid copy of the national identity card, family register, and passport (for non-Saudis), or the commercial register for legal entities wishing to nominate representatives. • Submit all documents and certificates supporting the contents of the nomination application in Arabic. The candidate must also provide a certified Arabic translation of any documents or papers written in a foreign language. • Submit a statement of the number and date of membership on the boards of directors of joint-stock companies, and the committees on which he or she has served. • Submit a statement including details of the companies or institutions he or she manages or owns, which engage in activities similar to those of the company. • A member of the board of directors must be professionally competent, possessing the experience, knowledge, skills, and independence necessary to perform his or her duties efficiently and competently. In particular, he or she must possess the following: • Leadership ability: Possess leadership skills that qualify him or her to delegate authority to motivate performance, implement best practices in effective management, and adhere to professional values and ethics. • Competence: Possess the appropriate academic qualifications, professional and personal skills, and level of training and practical experience relevant to the company's current and future activities, or to management, economics, accounting, law, or governance, as well as a desire to learn and train. • Leadership Skills: This requires possessing technical, leadership, and administrative capabilities, quick decision-making, and an understanding of the technical requirements related to the workflow. The candidate must also be capable of providing strategic direction, planning, and a clear vision for the future. • Financial Knowledge: This requires the ability to read and understand financial statements and reports. • Physical Fitness: This requires that the candidate be free from any health conditions that would impede the performance of their duties and responsibilities. • If the candidate has previously served on the Board of Directors of Aljouf Mineral Water Bottling Co., they must attach to their nomination application a statement from the company's management regarding their most recent term as a board member, including the following information: • The number of board meetings held during each year of the term. • The number of meetings the member attended and their percentage of attendance. • The standing committees in which the member participated, the number of meetings held by each committee during each year of the term, the number of meetings they attended, and their percentage of attendance. • The candidate must not be a member of more than five listed joint-stock companies at any one time. - Disclose to the Board of Directors and the General Assembly any conflicts of interest – in accordance with the procedures established by the Authority – including: • Any direct or indirect interest in the business and contracts concluded on behalf of the company. • Participation in a business that would compete with the company, or compete with it in any of its activities. • The candidate for Board membership must not have been previously convicted of a crime involving moral turpitude or dishonesty, and must not be insolvent, bankrupt, or otherwise unfit for Board membership in accordance with any applicable laws or regulations in the Kingdom. • Clarify the membership status, i.e., whether the member is an (executive), (non-executive), or (independent) member. In the case of candidacy as an independent member, the candidate must not exhibit any signs of independence. • Ensure that the forms are completed and signed by the applicant, as incomplete applications will not be considered. Note that voting at the General Assembly, which will be scheduled later, will be limited to those who nominated themselves for Board membership in accordance with the terms, conditions, and criteria set forth in this announcement. |
| Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange | Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange |
| Attached Documents | Attached Documents Attached Documents Attached Documents Attached Documents |