Extraordinary General Assembly Meeting Results

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 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	Through modern technology means from the Company's headquarters in Dhahran (through Tadawulaty system)
Date of the General Assembly's Meeting	18/10/1444H corresponding to 08/05/2023G
Time of the General Assembly's Meeting	18:30
Percentage of Attending Shareholders	98.62%
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 Sustainability, 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.     The Board of Directors Report for the financial year ended December 31, 2022, was reviewed 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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