SAPTCO - The Saudi Public Transport Co. Announces the Results of the Extraordinary General Assembly Meeting, (Second Meeting)

The Saudi Public Transport Co. Announces the Results of the Extraordinary General Assembly Meeting, (Second Meeting)

16-05-2024

The Saudi Public Transport Co. Announces the Results of the Extraordinary General Assembly Meeting, (Second Meeting).

Element List	Explanation
Introduction	The Saudi Public Transport Company (SAPTCO) announces the results of the Extraordinary General Assembly Meeting (Second Meeting)
City and Location of the General Assembly's Meeting	Through modern technology means and from the SAPTCO’s office in Riyadh (using Tadawulaty system).
Date of the General Assembly's Meeting	2024-05-13 Corresponding to 1445-11-05
Time of the General Assembly’s Meeting	19:30
Percentage of Attending Shareholders	25.07%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees	The following Board members were attended the meeting: 1. HE Musad Bin Abdulaziz Aldawood (Chairman of the Board of Directors). 2. Mr. Turki Bin Mosaed Almubarak. (Vice Chairman) 3. Eng. Khalid Bin Abdullah ALHOGAIL 4. Dr. Saud Bin Mohammed Alnimir. 5. Mr. Yaser Bin Sulaiman Aldawood 6. Mr. Walid Bin Abdurahman Alhabib.
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf	1. Mr. Alaa Bin Abdullah Alfadda (Chairman of the Audit Committee). 2. Dr. Saud Bin Mohammed Alnimir (Chairman of the Investment and Strategy Committee). 3. Mr. Walid Bin Abdurahman Alhabib (Chairman of the Remuneration & Nomination Committee).
Voting Results on the Items of the General Assembly's Meeting Agenda's	1. Board of Directors' report for the fiscal year ended on December 31, 2023 was reviewed and discussed. 2. The financial statements for the fiscal year ended on December 31, 2023 was reviewed and discussed. 3. Approved the Company auditor’s report for the fiscal year ended on December 31, 2023 after discussed it. 4. Approval of discharge of Board of Directors members from liabilities for their management of the company during the fiscal year ended on December 31, 2023. 5. Approval of disbursement of (SAR 2,000,000) as remuneration to the Board members for the fiscal year ended on December 31, 2023. 6. Approval of the appointment of KPMG Professional Services as the company's auditor from among the candidates based on the recommendation of the audit committee, to examine, and audit the financial statements for the second, third quarters and the annual of fiscal year 2024, and the first quarter of fiscal year 2025, and total fees (875,000 SAR) 7. Approval of business and contracts between the company and the Digital Mobility Investment Solutions Company, in which the company owns 100% of its capital), by providing (68.8) million riyals as a financial sums to support their working capital, which was done within the usual business and without any preferential conditions of the following member: A) HE. Eng. Khalid bin Saleh Al-Mudaifer (Chairman of the Board of Directors), where he is the Chairman of the Board of Directors of Digital Mobility Solutions for Investment Company. B) Eng. Khalid bin Abdullah ALHOGAIL, Board Member (Executive), where he is a member of the Board of Directors of the Digital Mobility Investment Solutions Company. C) Mr. Abdullah bin Ibrahim Al-Saleh, Member of the Board of Directors (Non-Executive), where he is a member of the Board of Directors of Digital Mobility Investment Solutions Company. D) Mr. Ahmed bin Ayed Al-Johani, Chief Executive Officer of Specialized Transportation Solution (Senior Executives), where he is a member of the Board of Directors and CEO of the Digital Mobility Investment Solutions Company. 8. Approval of business and contracts between the company and the Saudi Emirati company (SEITCO), in which a member of the board of directors Eng. khalid bin Abdullah Alhogail (executive) has an indirect interest, as he is the chairman of the board of directors of the Saudi Emirati company (SEITCO), which SAPTCO owns (50%) of its capital. The transactions contain a contract of reduction of accommodation and parking renting contract that was signed with SEITCO in 2022 to be SR (3.9) million, due to reduction of the number of the buses and drivers, at standard conditions without preferences. 9. Approval of business and contracts between the company and the Saudi Emirati company (SEITCO), in which a member of the board of directors Eng. khalid bin Abdullah Alhogail (executive) has an indirect interest, as he is the chairman of the board of directors of the Saudi Emirati company (SEITCO), which SAPTCO owns (50%) of its capital. The transactions contain a contract of maintenance contract for SEITCO buses, which is provided by services with value SR (7.8) million, at standard conditions without preferences. 10. Approval of delegating the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 27 of the Companies law, for a period of one year starting from approval of the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 11. Reviewed the board of directors’ decision to appoint His Excellency Lieutenant General Mohamed bin Abdullah Al-bassami (independent member) to the board of directors starting from the date of his appointment on 05/04/2023 ad to complete the board’s session of the government representatives, until end their session on 02/13/2024 ad, succeeding the previous member, Major General / Zayed bin Abdulrahman Al-tawyan (independent member). 12. Approval on controls and standards of company’s competition in their business or one of the branches of activity by the board of directors member. 13. Approval of amending the company’s bylaws, to be compatible with the new companies’ bylaws, and rearranging the articles of the bylaws and their numbering, to be compatible with the proposed amendments. 14. Approval of amending article (18) of the company’s bylaws related to (company management). 15. Approval of amending article (21) of the company’s bylaws related to (the board of directors’ authorities). 16. Approval of amending article (23) of the company’s bylaws related to (the authorities of the chairman, deputy chairman, managing director, and board secretary). 17. Approval of amending article (53) of the company’s bylaws related to (liability claims).