The Saudi General Organization for Social Insurance (GOSI) issued a clarification following the statements of Khalid Zazoog, CEO of National Petrochemical Industrial Co. (NATPET) to CNBC Arabia on Feb. 3.
1) Zagzoog’s statement about the final court order issued to invalidate the general assembly’s decision on June 24, 2019 about distributing SAR 1 per share dividend, is false. GOSI filed an appeal against the administrative court decision, but no final judgment has been issued to date.
2) As for NATPET’s acquisition of 10.7% of Alujain, Zagzoog said the move was based on previous plans to facilitate merger of both companies. GOSI, as a member of NATPET’s board of directors, has no plans, recommendations or studies have been submitted on Alujain-NATPET merger. NATPET’s executive management only informed the company’s board of buying Alujain shares after NATPET has already acquired 5% of Alujain.
3) Zagzoog’s said that NATPET has invited shareholders to vote on submitting its quarterly financials regularly without delay, as requested by Alujain, while GOSI already voted against that item.
GOSI described this information as inaccurate, explaining that Alujain, being a shareholder in NATPET, has asked to include an item on the general assembly’s agenda as follows: “Obligate NATPET’s board to provide shareholders with the endorsed quarterly financial statements within 15 days from the end of every quarter.”
GOSI added that it was ready to vote for this item, which was expected to be approved by over 50% of votes – the ratio required for passing the resolution according to NATPET’s articles of association.
However, NATPET replaced the aforementioned item with another one, recommending just the amendment to Article 45/1 of NATPET’s articles of association by adding the following: “1. The board of directors may at the end of every quarter prepare financial statements for the ended quarter, and submit these statements to the auditor within 21 days from the end of every quarter. The board of directors will provide shareholders with the endorsed financial statements after being received from the auditor.”
GOSI added that it was surprised with NATPET’s CEO statement that the organization and Alujain have rejected to obligate NATPET to submit its quarterly financials regularly.
GOSI further clarified that it objected to NATPET’s replacement of Alujain’s request with the articles of association amendment although NATPET realizes that the previously mentioned amendment requires approval by 75% of votes instead of the 50% required for approving the original item, which was not included in the meeting agenda.
GOSI concluded that it will take the necessary procedures to protect shareholders’ rights.
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