Oct 16, 2014
The Board of Directors of Maaden is pleased to invite its shareholders to attend the third Extraordinary General Assembly Meeting to be held at the Companys Headquarter in Riyadh on Abu Baker Al Sadeeq Road south of the North Ring Road on 20/01/1436H (corresponding to 13/11/2014G) at 16:30 to consider the following agenda items:
1. Appoint a director to fill the vacant seat for an independent member of Maadens Board of Directors for the term which starts on 1/1/1436H (corresponding to 25/10/2014G) for a period of three years by regular voting as per the companys bylaws .
2. Approve the Board of Directors recommendation to increase the Companys capital by five billion and six hundred million (5,600,000,000) SR through the offering of rights to acquire new shares in the Company, the offer price and number of which will be determined by the Company during the Extraordinary General Assembly. The subscription to rights issue shares will be in accordance with the subscription terms and condition set out in the prospectus approved by the Capital Market Authority.
3. Approve the amendment of article (8) of the Companys bylaws in respect of the Companys share capital pursuant to such increase in capital.
The rights will be issued to the shareholders registered in the Companys share register at the end of the trading day of the third Extraordinary General Assembly that will approve the capital increase which will be held on 20/01/1436H (corresponding to 13/11/2014G). The objectives of the capital increase are to expand the Companys phosphate investment and to continue funding the aluminum projects specifically the Bauxite mine and Alumina refinery.
We would like to inform shareholders that each shareholder who owns more than (20) twenty shares has the right to attend this meeting by himself or represented by others. The votes are calculated on the basis of one vote per share represented at the meeting, according to the Companys bylaws. Each shareholder who wants to attend this meeting must carry an ID Card or Commercial Registration and prove of ownership of Maadens shares. A shareholder must attend at least an hour earlier to complete the registration process. A shareholder also has the right to authorize another eligible shareholder in writing to attend this meeting on his behalf (other than member of the Board of Directors or a Company employee), by means of an Authorization Letter provided that letter must be submitted 3 days before the Meeting. The form of Authorization Letter is located on the Investor Relations section of the Companys website and must be signed and authenticated by a Chamber of Commerce, a Commercial Bank or any Government Agency and submitted to the following address: Saudi Arabian Mining Company (Maaden), Riyadh, Abo Baker Al Sadeeq Road, Investor Relations, P.O. Box 68861 Riyadh 11537 or by fax 018748200.It is necessary for an authorized shareholder to bring the original Authorization Letter when attending the Meeting.
Please note that the Extraordinary General Assembly may validly meet if at least 50% of the voting rights are present or represented.