ﻞﻤﻜﻤﻟا حﺎﺼﻓﻹا جذﻮﻤﻧ

Disclosure of Material Information Form

Date:

03/04/2024

:ﺦﯾرﺎﺘﻟا

Name of The Listed Company:

:ﺔﺟرﺪﻤﻟا ﺔﻛﺮﺸﻟا ﻢﺳا

(ع.ك.م.ش) تارﺎﯿﺴﻠﻟ ﻢﻧﺎﻐﻟا ﻲﻠﻋ دﻻوأ ﺔﻛﺮﺷ

Disclosure Title

حﺎﺼﻓﻹا ناﻮﻨﻋ

Ali Alghanim Sons Automotive Co. (K.S.C.P)

Minutes of The Ordinary General Assembly Meeting

ﺔﯾدﺎﻌﻟا ﺔﻣﺎﻌﻟا ﺔﯿﻌﻤﺠﻟا عﺎﻤﺘﺟإ ﺮﻀﺤﻣ

Date of Previous Disclosure

ﻖﺑﺎﺴﻟا حﺎﺼﻓﻹا ﺦﯾرﺎﺗ

31/03/2024

2024/03/31

حﺎﺼﻓﻹا ﻰﻠﻋ ﻞﺻﺎﺤﻟا رﻮﻄﺘﻟا

Development that occurred to the disclosure

Ali Alghanim Sons Automotive Company (ALG)

:ﻲﻠﯾ ﺎﻣ ﻢﻜﻟ ﻖﻓﺮﺗ نأ (ﻢﻧﺎﻐﻟا) تارﺎﯿﺴﻠﻟ ﻢﻧﺎﻐﻟا ﻲﻠﻋ دﻻوأ ﺔﻛﺮﺷ دﻮﺗ

ﺔﯿﮭﺘﻨﻤﻟا ﺔﯿﻟﺎﻤﻟا ﺔﻨﺴﻟا ﻦﻋ ﺔﯾدﺎﻌﻟا ﺔﻣﺎﻌﻟا ﺔﯿﻌﻤﺠﻟا عﺎﻤﺘﺟا ﺮﻀﺤﻣ ∙

would like to enclose the following:

Assembly

Minutes of the Ordinary General

.2023/12/31 ﻲﻓ

Meeting for the financial year

ended on

31/12/2023.

.ﺔﯾدﺎﻌﻟا ﺔﻣﺎﻌﻟا ﺔﯿﻌﻤﺠﻟا عﺎﻤﺘﺟا بﺎﺼﻧ ﺮﯾﺮﻘﺗ ∙

Quorum report of the Ordinary General Assembly

meeting.

دﻮﻨﺑ ﻰﻠﻋ (ﻲﻧوﺮﺘﻜﻟﻹاو ﺮﺷﺎﺒﻤﻟا رﻮﻀﺤﻟا) ﺖﯾﻮﺼﺘﻟا ﺞﺋﺎﺘﻧ ﺮﯾﺮﻘﺗ

Voting Results Report (Physical and Electronic

.ﺔﯾدﺎﻌﻟا ﺔﻣﺎﻌﻟا ﺔﯿﻌﻤﺠﻟا لﺎﻤﻋأ لوﺪﺟ

Attendance) on the items of the Ordinary General

The financial effect of the occurring

(ﺪﺟو نإ) ﻞﺻﺎﺤﻟا رﻮﻄﺘﻠﻟ ﻲﻟﺎﻤﻟا ﺮﺛﻷا

Assembly agenda.

development (if any)

-------------

--------------

Minutes of the Ordinary General Assembly Meeting of Ali Alghanim Sons Automotive Company K.S.C.P For the year ending 31/12/2023

On Thursday March 28, 2023 at 01:00 pm., the Ordinary General Assembly meeting of Ali Alghanim Sons Automotive Company K.S.C.P was held, at the company's headquarters, the meeting was chaired by Mr. Fahad Ali Alghanim, in his capacity as Chairman of the Board of Directors, and the meeting was attended by:

First: (A) Via electronic attendance:

Shareholders, representing in person and by proxy with total of 29,222,813 shares, with an electronic attendance percentage of 10.665% of the total outstanding shares of the company.

(B) Via direct attendance:

Shareholders, representing in person and by proxy with total of 187,408,602 shares, with a direct attendance percentage of 68.399% of the total outstanding shares of the company.

  • Accordingly, the total number of shares represented by both direct and electronic attendance is 216,631,415 shares, with an attendance percentage of 79.064% of the total outstanding shares of the company.

Second: Mr. Khaled Alamri - Representative of the Kuwait Clearing Company.

Third: Mr. Bader Adel Al-Abduljader - Company's External Auditor (EY- Al- Aiban, Al-Osaimi & Partners).

After the chairman of the Ordinary General Assembly, Mr. Fahad Ali Alghanim, declared the fulfillment of the required quorum for the meeting's validity, the session commenced with welcoming the esteemed shareholders and attendees. Subsequently, the discussion commenced on the agenda items as follows:

First: Approved the Board of Directors' Report for the Company's activities and financial position for the financial year ended December 31, 2023.

Voting Results:

Agree: 97.74% Not Agree: 0.23% Abstained: 2.03%

Second: Recited and Approved both, the Corporate Governance Report, and the Audit Committee Report for the financial year ended December 31, 2023.

Voting Results:

Agree: 96.32% Not Agree: 1.65% Abstained: 2.03%

Third: Approved the Auditor's Report for the financial year ended December 31, 2023.

Voting Results:

Agree: 98.44% Not Agree: 0.14% Abstained: 1.43%

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Translated Version

Fourth: Approved the consolidated financial Statements of the Company for the financial year ended December 31, 2023.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

Fifth: Approved the Board of Directors' proposal to deduct 10% from the net profits for the company's statutory reserve for the financial year ended December 31, 2023, with amount of KD 2,999,821.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

Sixth: Approved the Board of Director's proposal of not to deduct any percentage from the net profits for the company's voluntary reserve for the financial year ended December 31, 2023.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

Seventh: Approved the violations report imposed by the regulators, and any sanctions issued as a result of those violations that led to penalties against the company (financial/ non-financial) for the year 2023, there are no penalties or sanctions (financial or non-financial) were issued against the company by the regulatory authorities, except received a notification on the violation No. (141/2023) from the Capital Markets Authority.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

Eighth: Approved the related party transactions conducted during 2023, and authorize the Board of Directors to enter into related party transactions during the year 2024 and until the date of the Ordinary General Assembly for the financial year ending December 31, 2024.

Voting Results:

Agree: 96.08% Not Agree: 2.38% Abstained: 1.53%

Ninth: Approved the Board of Directors' proposal to pay a remuneration to the Board members with a total amount of KD 85,000 for the financial year ended December 31, 2023.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

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Translated Version

Tenth: Approved the Board of Directors' proposal to distribute cash dividends of 35% of the share nominal value at the rate of 35 fils per share, for the six months ended December 31, 2023 to the shareholders registered in the company's records at the end of the record date scheduled on Sunday 21/04/2024, The dividends will be distributed on Tuesday, 23/04/2024, as indicated in the table below:

Event

Date

Cum Date

16/04/2024

Ex. Date

17/04/2024

Record Date

21/04/2024

Payment Date

23/04/2024

and approved to authorize the Board of Directors to amend the timetable of shares entitlements in case that it should be changed (if necessary).

Voting Results:

Agree: 98.55% Not Agree: 0.02% Abstained: 1.43%

Eleventh: Approved to Authorize the Board of Directors to buy or sell or deal with the company's shares not exceeding 10% of the total number of the company's shares in accordance with the CMA law No.(7) of 2010 and its Executive Bylaw and their amendments.

Voting Results:

Agree: 98.53% Not Agree: 0.04% Abstained: 1.43%

Twelfth: Approved to discharge and release of the members of the Board of Directors, from all liabilities related to their financial, legal and administrative actions during the financial year ended December 31, 2023.

Voting Results:

Agree: 98.57% Not Agree: 0%

Abstained: 1.43%

Thirteenth: Approved to re-appoint Mr. Bader Adel Al-Abduljader - (EY Al- Aiban, Al- Osaimi & Partners) for the year 2024, as the company Auditor who's from the list of auditors approved by the Capital Markets Authority taking into consideration the mandatory period of changing the company's auditor, and authorize the Board of Directors to determine their fees.

Voting Results:

Agree: 97.65% Not Agree: 0.32% Abstained: 2.03%

Fourteenth: Approved allowing the Members of the Board of Directors to participate in the board of directors of two competing or similar companies of the company activity.

Voting Results:

Agree: 97.82% Not Agree: 0.75% Abstained: 1.43%

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Translated Version

Fifteen: Approved authorizing the Board of Directors to distribute dividends to the company's shareholders on a quarterly or semi-annual basis as it deems appropriate during the financial year ended 31/12/2024, provided that this distribution is of real profits in accordance with generally accepted accounting principles, and does not compromise the company's paid-up capital.

Voting Results:

Agree: 98.41% Not Agree: 0.160% Abstained: 1.43%

Sixteen: Elected new Board of Directors for the upcoming three years, as follows:

  1. Mr. Fahad Ali Alghanim
  2. Mr. Yousef Abdullah Al Qatami
  3. Mr. Ali Marzouq Alghanim
  4. Mr. Mohammad Khaled Alghanim
  5. Mr. Ali Abduljaleel Behbehani
  6. Mr. Jehad Mohammad Ahmed Al-Qabandi - Independent
  7. Mr. Ahmed Meshari Abdulwahab Al-Fares - Independent

Voting Results:

Agree: 94.14% Not Agree: 1.26% Abstained: 4.60%

Upon the completion of discussing the agenda, the session was ended at 01:30 pm, and the minutes of the meeting were presented to the session chairman for approval, and at the end of the meeting, the Chairman of the Meeting - Mr. Fahad Ali Alghanim, thanked all attendees.

Fahad Ali Alghanim

Chairman of The Meeting

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Translated Version

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Ali Alghanim Sons Automotive Co. KSC published this content on 07 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2024 06:53:08 UTC.