Saudi Aramco Extraordinary General Assembly Meeting Results.
Saudi Arabian Oil Company (Saudi Aramco) Announces the Results of the 2022 Extraordinary General Assembly Meeting (First Meeting)
| Type of the General Assembly's Meeting * | Extraordinary |
| Number of invitations to the General Assembly Meeting * | First Meeting |
| Announcement Title * | Saudi Arabian Oil Company (Saudi Aramco) Announces the Results of the Extraordinary General Assembly Meeting, which included approving the increase of the Company's capital (First Meeting). |
| Introduction | Saudi Arabian Oil Company (Saudi Aramco) announces the results of its Extraordinary General Assembly Meeting (First Meeting). |
| City and Location of the General Assembly's Meeting * | Saudi Aramco Headquarters in Dhahran, virtual attendance. |
| Date of the General Assembly's Meeting * | 11/10/1443H (based on Umm Ul Qura calendar) corresponding to 12/05/2022G |
| Time of the General Assembly's Meeting * | 18:30 |
| Percentage of Attending Shareholders * | 98.64% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees * | The following board members attended the Extraordinary General Assembly Meeting:
HE Yasir O. Al-Rumayyan (Chairman)
HE Dr. Ibrahim A. Al-Assaf (Vice Chairman)
HE Mohammed A. Al-Jadaan
HE Mohammad M. Al-Tuwaijri
Mr. Andrew N. Liveris
Ms. Lynn L. Elsenhans
Mr. Peter L. Cella
Mr. Mark A. Weinberger
Mr. Stuart T. Gulliver
Mr. Khalid H. Al-Dabbagh
Mr. Amin H. Nasser |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf * | Mr. Andrew N. Liveris (Chair of the Nomination Committee)
Ms. Lynn L. Elsenhans (Chair of the Audit Committee)
Mr. Peter L. Cella (Chair of the Risk and HSE Committee)
Mr. Mark A. Weinberger (Chair of the Compensation Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's * |
1. Approval of the Board of Directors Report for the financial year ended on December 31, 2021.
2. Approval of the Board of Director's recommendation to increase the Company's capital by way of granting bonus shares through the capitalization of 15,000,000,000 Saudi Riyals from the Company's retained earnings in the following manner:
- The increase in capital will be made by capitalizing an amount of SAR 15,000,000,000 from the Company's retained earnings. The shareholders will be given one (1) share for every ten (10) shares owned in Saudi Aramco.
- The share capital of the Company before the increase is sixty billion Saudi Riyals (SAR 60,000,000,000), and after the approval, it will be seventy-five billion Saudi Riyals (SAR 75,000,000,000). The percentage increase of the share capital is: 25%.
- The number of shares before the increase is two hundred billion (200,000,000,000), and after the increase it will become two hundred and twenty billion (220,000,000,000) shares.
- By increasing its capital, the Company aims to maximize total returns for its shareholders through the distribution of sustainable and progressive dividends, in line with future prospects, underlying growth in free cash flow, and long-term value creation through investments in available opportunities.
- In case there are any fractional shares as a result of the capital increase, the fraction shares will be grouped into a single portfolio on behalf of all of the Company's shareholders who would otherwise have been entitled to receive such fractional shares, and sold at the market price and subsequently distribute the net cash proceeds to their respective fractional entitlements within 30 days from the date of determining the shares due to each shareholder.
- The shareholders who own shares by the end of the trading day of the Company's extraordinary general assembly and are registered in the Company's shareholders' register with the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the extraordinary general assembly meeting, will be eligible for the bonus shares.
- Amending Article (6) of the Saudi Aramco's Bylaws relating to the capital.
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