- The Company is obliged to disclose any substantial developments that fall within its activity and whose knowledge is not available to the general public and may affect its assets and liabilities, financial position or the general course of its business or subsidiaries, and may lead to a change in the price of its listed securities or significantly affect its ability to meet its debt obligations.
- The Company is obliged to disclose, in the Annual Report of the Board of Directors, in accordance with the statutory requirements to which the Company is subject.
- The Company is obliged to disclose the Company’s financial information in accordance with the statutory requirements and relevant legal requirements and regulations.
- The Company is committed to developing policies and procedures related to the disclosure of conflicts of interest to all other stakeholders of the Company.
Means of disclosure
The Company is committed to making disclosure to shareholders and stakeholders without discrimination, in a timely, regular and accurate manner, and through appropriate disclosure means to the Company’s shareholders and stakeholders, including but not limited to:
- Company’s website
- Reports issued by the Board of Directors of the Company
The Company must comply with any time-limits or other disclosure means specified by the relevant regulators.
Clarity and validity of disclosures
- The disclosure must only be clear, true, not misleading or incomplete, and for all shareholders and stakeholders alike without any distinction between one group and another.
- The Company is obliged not to ignore any statement to which it is bound by regulations.
a. After deduction of all overheads and other costs, the annual net profits of the Company shall be distributed as follows:
- Ten percent (10%) of the net profits shall be retained to form a statutory reserve. The Ordinary General Assembly may discontinue such retention if the reserve reaches 30% of the paid capital.
- The Ordinary General Assembly may, based on a proposal by the Board, retain a percentage of the net profits to form an additional reserve to be allocated for a certain purpose(s).
- The Ordinary General Assembly may resolve to retain other reserves to the extent that serves the Company’s interest or ensures, as far as possible, consistent distribution of dividends to shareholders. The Assembly may also deduct from the net profits amounts to establish social institutions for the Company’s employees or to assist existing institutions.
- The Board may recommend distribution of a certain percentage of the remaining profits to shareholders. The Company may distribute quarterly or semiannual dividends following satisfaction of liabilities of related bodies.
b. The Board must include in its annual report submitted to the General Assembly the portion of dividends distributed to shareholders during different periods of the financial years in addition to the portion of dividends proposed for distribution at the end of the financial year, and the aggregate dividend amounts.
c. A Company must, upon resolving to distribute interim dividends, disclose and announce such resolution immediately, and provide the CMA with a copy thereof immediately.
Entitlement to dividends
a. A shareholder will be entitled to their share of dividends in accordance with the resolution adopted by the General Assembly in this regard. The resolution must indicate the date of entitlement and the date of distribution.
b. The Board must implement the General Assembly resolution with respect to dividend distribution to the registered shareholders within fifteen (15) days from the date they become entitled to such dividends as determined in such resolution, or the Board’s resolution for the distribution of interim dividends.
The following are the proposed dividends for the year 2022 compared to the dividends for the year 2021.
|Distribution date||Will be determined following AGM Approval||2022-05-23|
|Dividend per share (SAR)||2.31||3.00|
|Total proposed dividends (SAR)||277.1||360|
The procedure taken by the Board to inform its members, Non-Executive Directors in particular, of the shareholders’ suggestions and remarks on the Company and its performance
Where applicable, the Board Members are informed through the Chairperson, of the shareholders’ suggestions and remarks on the Company and its performance.
|General Assembly Meetings|
|Mrs. Sarah J Al-Suhaimi||Chairperson|
|Mr. Yazeed A Al Humaid (a representative of Public Investment Fund “PIF”)||Vice-Chairperson|
|Eng. Khalid A Al-Hussan||Member|
|His Excellency Mr. Youssef A Al-Benyan*||Member||(N/A)|
|Ms. Rania M Nashar (a representative of Public Investment Fund “PIF”)||Member|
|Mr. Mark Stephen Makepeace (a representative of Public Investment Fund “PIF”)||Member|
|Mr. Sabti S Al-Sabti (a representative of Public Investment Fund “PIF”)||Member|
|Mr. Hashem G Al Hekail||Member|
|Mr. Xavier R Rolet (a representative of Public Investment Fund “PIF”)||Member|
* The membership of His Excellency Mr. Youssef A Al-Benyan came to an end on 28/09/2022G.
The Group’s Investor Relations Department is committed to implement a best-in-class investor engagement program, as part of its ongoing contribution to the Group’s growth and positioning. Building on the successful IPO in 2021, during 2022, the function’s focus was on enabling local, regional, and international investors for easy and efficient access to the Group and its executives while providing them with timely, transparent and accurate Group’s financial and operational performance. In order to execute on its objectives, in 2022, the Investor Relations Department conducted over 251 meetings with investors, including both potential and existing investors. The function also delivered four quarterly earnings calls and participated in investor roadshows, aligning the Group’s investor relations activities with the best international practices. The Group remains committed to a high level of disclosure and transparency, in line with the Group’s governance practices.
|Type of Investors|| Percentage
|Nationalities of Investors|| Percentage
|Beginning of the year||End of the year|
|Ownership of 5% and more of the issued shares||Number of shares||Ownership (%)||Number of shares||Ownership (%)|
|Public Investment Fund||84,000,000||70||72,000,000||60|
Shareholders records requests
|Highest Price – 4 September 2022||243.2|
|Lowest Price – 3 January 2022||125|
|Closing Share Price – 29 December 2022||181|
|Number of shareholders records requests||Date of request||Reason|
|Q1 2022 Interim Consolidated Financial Results Announcement||16 – 27 April 2023|
|Q2 2022 Interim Consolidated Financial Results Announcement||23 – 27 May 2023|
|Q3 2022 Interim Consolidated Financial Results Announcement||22 – 26 October 2023|
*Announcement dates for Financial Results are preliminary and subject to change.