TIDM64EZ

RNS Number : 7882Y

Saudi Arabian Oil Company

09 May 2023

SAUDI ARABIAN OIL COMPANY

RESULTS OF THE 2023 EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING)

 
 Type of the General                Extraordinar y 
  Assembly's Meeting 
 Number of invitations              First Meeting 
  to 
  the General Assembly 
  Meeting 
                                   ------------------------------------------------------------------- 
 Announcement Title                 Saudi Arabian Oil Company (Saudi Aramco) Announces 
                                     the Results of the Extraordinar y 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    Through modern technology means from the Company's 
             the                     headquarters in Dhahran (through Tadawulaty 
             General Assembly's      system) 
             Meeting 
                                   ------------------------------------------------------------------- 
 Date of the General                18/10/1444H corresponding to 08/05/2023G 
  Assembly's Meeting 
                                   ------------------------------------------------------------------- 
 Time of the General 
  Assembly's Meeting                18:30 
                                   ------------------------------------------------------------------- 
 Percentage of Attending 
  Shareholders                      98.62% 
                                   ------------------------------------------------------------------- 
 Names of the Board of              The following board members attended the Extraordinary 
  Directors' Members Present         General Assembly Meeting: 
  at the General Assembly's 
  Meeting and Names of 
  the                                HE Yasir O. Al-Rumayyan (Chairman) 
  Absentees 
                                     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              Mr. Andrew N. Liveris (Chair of the Nomination 
  of                                 Committee) 
  the Committees Present 
  at                                 Ms. Lynn L. Elsenhans (Chair of the Audit 
  the General Assembly's             Committee) 
  Meeting or Members of 
  such Committees Attending          Mr. Peter L. Cella (Chair of the Sustainability, 
  on Their Behalf                    Risk and HSE Committee) 
 
                                     Mr. Mark A. Weinberger (Chair of the Compensation 
                                     Committee) 
                                   ------------------------------------------------------------------- 
 Voting Results on the 
  Items of the General                     1. The Board of Directors Report for the financial 
  Assembly's Meeting                       year ended December 31, 2022, was reviewed 
  Agenda's                                 and discussed. 
 
                                           2. The Financial Statements for the financial 
                                           year ended December 31, 2022, were reviewed 
                                           and discussed. 
 
                                           3. The Auditor's Report for the financial 
                                           year ended December 31, 2022, was discussed. 
 
 
                                           4. 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 15,000,000,000 Saudi Riyals 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 seventy-five billion Saudi Riyals (SAR 
                                                 75,000,000,000), and after the approval, it will be 
                                                 ninety billion Saudi Riyals (SAR 90,000,000,000). The 
                                                 percentage increase of the share capital is: 20%. 
 
 
                                            *    The number of shares before the increase is two 
                                                 hundred and twenty billion (220,000,000,000), and 
                                                 after the increase it will become two hundred and 
                                                 forty-two billion (242,000,000,000) 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 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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