Saudi Airlines Catering Co. invites its shareholders to attend the Extraordinary general assembly

153 Pages·2017·17.21 MB·English

by  Mohamed Habib Azouz

Saudi Airlines Catering Co. invites its shareholders to attend the Extraordinary general
assembly Meeting

The Board of Directors of Saudi Airlines Catering Co. is pleased to invite its shareholders to attend the Extra
Ordinary General Assembly Meeting which will be held in the King Abdulaziz International Airport Catering
unit in Jeddah on 20-07-1438H corresponding to 17-04-2017G at 18:30 to consider the following agenda:
1. Approval on the annual report for the financial year ending 31st Dec 2016.
2. Approval of the financial statements of the company for the year ending 31st Dec 2016.
3. Approval on the external auditor report for the year ending 31st Dec 2016.
4. Approval on the appointment of the external auditors in accordance with the recommendation of the Audit
Committee for the financial auditing of the company on a quarterly and annual basis for the year of 2017.
5. Approval on the discharge of the Board of Directors from liability for their activities during the year 2016
until the date of this AGM meeting.
6. Ratification of the distribution of dividends for the year 2016 with the total amount valued at (SR
537,100,000) which represents 65.50% of the share capital after Zakat and before income tax.
7. Approval on the authorizing the Board of Directors to distribute the biannual or quarterly dividends for the
financial year of 2017.
8. Approval on the payment of the Board of Directors remunerations and compensations which are detailed
within the Board of Directors annual report, against their work, from the period of 1st Jan 2016 till 31st Dec
2016 with the total amount of (SR.2,166,265).
9. Approval on of the amendments of the board of directors internal policy (as attached).
10. Ratification of the composition of the Audit Committee and determining its responsibilities, framework, and
the remunerations for the period beginning from 26th Jan 2016 until 25th Jan 2019, based on the following
members:
- Eng. Raed Ebraheem Al Mudaiheem
- Mr. Ayman Tarek Al Tayyar
- Mr. Khalid Ali Otein
11. Approval on amending the article four of the Company's bylaw related to the company's activates by adding
new activities and amending other activities.
12. Approval on amending the article five of the Company's bylaw regarding the corporation of the company in
other companies.
13. Approval on amending the article six of the Company's bylaw regarding the Term of Company.
14. Approval on amending the article nine of the Company's bylaw regarding the preferred Shares.
15. Approval on amending the article eighteen of the company's bylaw regarding the composition of the Board of
Directors.
16. Approval on amending the article twenty one of the company's bylaw regarding the board of directors
authority.
17. Approval on amending the article twenty third of the company's bylaw regarding the authority of the Board
Chairman and Deputy Chairman.
18. Approval on amending the company's bylaw, in order to be in line with the new companies law, and the
Capital Market Authority regulations (copy enclosed).
19. Approval on the contractual relations with Saudi Arabian Airlines Est., one of the company's main
shareholders and permitting for this transaction for one coming year and within which SACC's ex-Board of
Director Eng. Saleh Al Jasser holds interest, for the performance of in-flight catering services, management
and operation of business lounges, Skysales services, laundry services, security services, procurement and
equipment storage services with a total amount of SAR (144,822,000) for the year 2016. The terms of such
contractual agreements each differ according to the nature and location of each agreement.
20. Approval on the transactions with Saudi Ground Services Co., an affiliate of Saudi Arabian Airlines Est., one of
the company's main shareholders and permitting for this transaction for one coming year and within which
SACC's ex-Board of Director Eng. Saleh Al Jasser holds interest, for the performance of catering services,
accommodation services, and laundry services, with a total amount of SAR (48,443,000) for the year 2016.
The terms of such contractual agreements each differ according to the nature and location of each
agreement.
21. Approval on the transactions with Saudi Cargo, an affiliate of Saudi Arabian Airlines Est., one of the
company's main shareholders and permitting for this transaction for one coming year and within which
SACC's ex-Board of Director Eng. Saleh Al Jasser holds interest, for the performance of in-flight catering
services and security services, with a total amount of SAR (14,179,000) for the year 2016. The terms of such
contractual agreements each differ according to the nature and location of each agreement.
22. Approval on the transactions with Saudi Airlines Real Estate Development Co., an affiliate of Saudi Arabian
Airlines Est., one of the company's main shareholders and permitting for this transactions for one coming
year and within which SACC's ex-Board of Director Eng. Saleh Al Jasser holds interest, for the performance of
lease services for several premises, with a total amount of SAR (7,659,000) for the year 2016. The terms of
such contractual agreements each differ according to the nature and location of each agreement.
23. Approval on the transactions with Newrest Group Holding Co., a controlling shareholder of Strategic Catering
Co., one of the company's main shareholders and permitting for this transactions for one coming year and
within which SACC's Board of Director, Mr. Jonathan Stent-Torriani, holds interest, for the performance of
consultancy and administrative services, with a total amount of SAR (17,515,986) for the year 2016. The
terms of such contractual agreements each differ according to the nature and location of each agreement,
without any preferential conditions compared to the local market.
24. Approval on the transactions with Abdulmohsin Al Hokair Group, a controlling shareholder of Strategic
Catering Co., one of the company's main shareholders and permitting for this transactions for one coming
year and within which SACC's Board of Director, Mr. Sami Al Hokair, holds interest, for the performance of
several lease agreements of retail stores, and laundry services, with a total amount of SAR (144,615) for the
year 2016. The terms of such contractual agreements each differ according to the nature and location of each
agreement, without any preferential conditions compared to the local market.
25. Approval on the transactions with Gulf West Co. Ltd., a company within which SACC's Board of Director, Eng.
Abdulmohsin Abdulaziz Al Yahya, owns controlling shares in, for the performance of supplying raw materials
and consumable goods to the company, with a total amount of SAR (986,202) for the year 2016 and
permitting for this transaction for one coming year. The terms of such contractual agreements each differ
according to the nature and location of each agreement, without any preferential conditions compared to the
local market.
26. Approval on the transactions with Emaar, The Economic City, and permitting for this transactions for one
coming year and within which SACC's Board of Director, Mr. Fahd Abdulmohsin Al Rasheed, holds interest as
he is a managing director and chief executive officer of, for the performance of lease agreements for the
automatic laundry facility of the company, and for the residential units of the company employees, without
any preferential conditions compared to the local market.
27. Approval on the transactions with Emaar, The Economic City, and permitting for this transactions for one
coming year and within which SACC's Board of Director, Eng. Abdullah Taibah, holds interest as he is a Board
Director, for the performance of lease agreements for the automatic laundry facility of the company, and for
the residential units of the company employees, without any preferential conditions compared to the local
market.
28. Approval on the transactions with National Commercial Bank, and permitting for this transactions for one
coming year and within which SACC's Board of Director, Mr. Ayman Tarek Al Tayyar, holds interest as he is a
deputy chief executive officer and banking head of, for the performance of banking services, without any
preferential conditions compared to the local market.
The quorum necessary for this scheduled meeting is shareholders representing 50% of the company's capital.
Each shareholder preserves the right to attend the general assembly meeting whether in person or by proxy,
subject to the presentation of corroborating evidence or a written power of attorney issued by the notary
public or later of authorazation authenticated by the Chamber of Commerce or the shareholders employer,
authorizing another person, other than the Board of Directors or employees of the company, to attend the
meeting on their behalf. The relevant documents should be sent to P.O. Box 9178, SV City Khalidiya District,
Jeddah 21413 and delivered to the company at least 3 days prior to the meeting date; while the original copies
of documents should be present on the day of the AGM, with a copy of personal identification (please see
attached a letter of authorization template and company location map).
For further inquiries, please do not hesitate to contact us via telephone [phone] (Ext.8185) or fax
0126860011 (Ext.7165).
Proxy Letter

Date : …/../….. corresponding to ../../……
I [ authorizing shareholder’s full name] [] with national with ID number [] residence/permit [for
non-Saudis] or its equivalent, issued by [] in my [personal] capacity or [an authorized
signatory/ chairman/manger] [name of authorizing company] and the owner of [] shares of
Saudi Airlines Catering Company with commercial registration number 4030175741 and
pursuant to article 28 of the company’s bylaws herby authorize [ name of the representative]
to attend the Extra General assembly meeting will be held in Jeddah in the Kingdom of Saudi
Arabia at 18:30PM dated 20/07/1438H corresponding to 17/04/2017G to vote on my behalf
on the agenda and to sign on my behalf on all resolutions and documents related to these
meetings. This authorization is valid for this meeting and any subsequent adjourned meeting.

Full name of the person signing the proxy: ………………………………

Capacity the person signing the proxy: ……………………………………..

National ID number of the person signing the proxy: …………………

Signature …………………………………………………………………………………….