Tadawul-
Element List Explanation
Introduction The Board of Directors of Miral Medical Clinics Company is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly meeting (first meeting), which is scheduled to be held using modern means of purification, God Almighty willing, at exactly (19:30) on Wednesday, 02/10/1446 AH corresponding to 08/14/2024 AD
City and Location of the General Assembly's Meeting At the company's main headquarters located in Riyadh - Olaya District - Prince Muhammad bin Abdulaziz Road, through modern technological means
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2024-08-14 Corresponding to 1446-02-10
Time of the General Assembly’s Meeting 19:30
Methodology of Convening the General Assembly’s Meeting Attendance in-person and via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End The right to attend shall be for shareholders registered in the register of shareholders of the issuer at the Depository Center at the end of the trading session that precedes the General Assembly meeting and in accordance with the rules and regulations. The right to register attendance for the Assembly meeting ends at the time of the Assembly meeting, and the right to vote on the Assembly items for those present ends when the screening committee finishes categorizing voices.
Quorum for Convening the General Assembly's Meeting According to Article (36) of the company’s bylaws, the extraordinary general assembly meeting will not be valid unless it is attended by shareholders representing at least half of the company’s shares that have voting rights. If this quorum is not present at the first meeting, the second meeting will be held one hour after the end of the period specified for the meeting. The first meeting. In all cases, the second meeting is considered valid if it is attended by a number of shareholders representing at least a quarter of the company’s shares that have voting rights.
General Assembly Meeting Agenda 1. Vote on the company’s auditor’s report for the financial year ending on December 31, 2023 AD after discussing it.
2. Reviewing the Board of Directors’ report for the financial year ending on December 31, 2023 AD and discussing it.
3. Review and discuss the company’s financial statements for the fiscal year ending on December 31, 2023.
4. Vote on discharging the members of the Board of Directors from their liabilities for the fiscal year ending on December 31, 2023 AD.
5. Vote on appointing an auditor for the company from among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the financial statements for the half, first and annual periods of the fiscal year 2024 and determine his fees.
6. Vote on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi- or quarterly basis for the financial year ending on 12-31-2024 AD.
7. Vote on delegating the authority of the Ordinary General Assembly to the Board of Directors with the authorization contained in Paragraph (1) of Article Twenty-Seven 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 session of the delegated Board of Directors, whichever comes first, in accordance with the conditions stated in the Executive Regulations. The corporate system for listed joint stock companies.
8. Voting on the business and contracts concluded between the company and the Managing Director and CEO (Dr. Sami Abdullah Al-Saeed), in which he has a direct interest, which are (commissions and bonuses and last for a year) and the value of the transactions during the year 2023 is an amount of (2,350,183) riyals (2,350,183 riyals). Debit transactions) and the value of the amount paid during the year 2023 is (2,260,751) riyals (credit transactions), and the final balance for the year 2023 is (142,644.64) riyals. These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached)
9. Voting on the business and contracts concluded between the company and the former Chairman of the Board of Directors (Dr. Fahd Abdullah Saleh Al-Tasan), in which he has a direct interest, which are (commissions and bonuses and last for a year) and the value of transactions during the year 2023 is an amount of (804,285) riyals (transactions). Debit) and the value of the amount paid during the year 2023 is (54,104) riyals (credit transactions), and the final balance for the year 2023 is (16,878.05) riyals. These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached)
10. Vote on deleting Article (10) from the company’s bylaws related to the shareholders’ register (attached)
11. Vote on amending Article (11) of the company’s bylaws related to stock trading (attached)
12. Vote on deleting Article (44) from the company’s bylaws related to issuing general assemblies’ decisions by circulation (attached)
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Honorable shareholders have the right to discuss the topics included in the agenda of the extraordinary general assembly and ask questions, noting that voting in Tadawulaty services is available free of charge to all shareholders using the following link: http://www.tadawulaty.com.sa
Details of the electronic voting on the Assembly’s agenda Shareholders registered in Tadawulati services can vote electronically remotely on the assembly’s items starting at 1:00 am on Saturday, 02/06/1446 AH, corresponding to 08/10/2024 AD, until the end of the meeting time. Registration and voting in Tadawulati services will be available and free to all shareholders using The following link: www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries In case of any inquiries, please contact us via email at investors@miraldental.com
Or by phone: 0114620444