Bahri Annual Report- 2018

Annual Report 2018

Sixteen: Note on departure from accounting standards issued by the Saudi Organization for Certified Public Accountants (SOCPA)

Twenty: Board members, senior executives and their relatives’ interests and rights in Bahri’s shares and debt instruments and change during 2018

Bahri prepares its financial statements in compliance with the International Financial Reporting Standards (IFRS) that are adopted by SOCPA.

Period Start No. of shares

Period End No. of shares

Position

Net Change

Board Members

Chairman

0 0 0 0 0 0 0 0 0

Mr. Abdulrahman Mohammed Al-Mofadhi Mr. Mohammed Abdulaziz Al-Sarhan

Seventeen: Dividend distribution policy Dividend distribution is decided at the AGM based on the recommendation of the Board of Directors. Dividend

Vice Chairman Board Member Board Member Board Member Board Member Board Member Board Member Board Member

369,053 10,500

Mr. Saleh Abdullah Al-Debasi Mr. Ahmed Ali Al-Subaey Mr. Ibrahim Qassim Al-Buainain Mr. Khalifa Abdullatif Al-Mulhim Dr. Abdulmalik Abdullah Al-Hogail Mr. Khalid Mohammed Al-Araifi Mr. Yasir Abdullah Al-Salman

financial position in order to respond to any fundamental organizational, market or economic changes. Bahri’s net profits are distributed annually. The Company may distribute interim dividends biannually or quarterly. However, this must follow a Board upon a Board suggestion, set aside a certain percentage of the net profits to form a voluntary reserve for one or more specific purposes agreed upon by the AGM. • A first dividend payment of the remaining amount shall be distributed among shareholders, provided that it is not less than 1 amounts to SAR1.50 per share and represents 15 percent of the share par value. The Board of Directors will designate a time for dividend distribution following the AGM. The General Assembly of Shareholders approved in its session held on April

resolution authorized on an annual basis by the General Assembly and in accordance with regulatory procedures issued by the Capital Market Authority (CMA). Dividends must be net of all general expenses and other costs as follows: percent of the paid-in capital. • Board members are entitled to an allowance based on their attendance at Board meetings, in addition to lump sum annual bonus according to the relevant governing rules based on Article 34 of the Company’s Articles of Association. 17, 2018 the distribution of cash dividends of SAR590.63 million among shareholders, amounting to SAR1.50 per share, for the fiscal year ending on December 31, 2017 . The dividends were paid on May 3, 2018.

0 0

distribution depends on net profit, cash flow and future investment while taking into consideration the importance of maintaining a strong net profits to form the statutory reserve of the Company. The General Assembly of Shareholders may hold such a provision once the reserve amounts to 30 percent of the paid-in capital. Shareholders at the AGM may, • The General Assembly of On December 10, 2018, Bahri’s Board of Directors issued a resolution recommending the General Assembly of Shareholders to distribute cash dividends of SAR590.63 million to shareholders for the fiscal year ending on December 31, 2018, which • A provision of 10 percent of the

2,508,956

120,000

0 0

Period Start No. of shares

Period End No. of shares Net Change

Board Members

Position

CEO

0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0

Eng. Abdullah bin Ali Al-Dubaikhi Mr. Naser Mohammed Al-Abdulkarim Eng. Fayez Abdullah Al-Asmari Mr. Hisham Husain Alkhaldi Mr. Ahmed Mohammad Al-Ghaith

President of Bahri Oil

CFO

Head of Support Functional Unit President of Bahri Logistics President of Bahri Dry Bulk President of Bahri Chemicals President of Bahri Ship Management

Eng. Nezar Husain Banabila Mr. Claus Breitenbauch

Nineteen: Description of any deal between Bahri and third parties Bahri ships the products of its affiliates across the world via agreements signed with these companies. It also deals with stakeholders while practicing its ordinary business such as the Aramco Trading Company (ATC) owned by Saudi Aramco, which owns 20 percent of Bahri’s capital; and the International Shipping and Transportation Company Ltd. (ISTC), a subsidiary of SABIC, which owns 20 percent of the National Chemical Carriers Company’s capital, with Eighteen: Private Interests in Bahri’s Shares In the fiscal year ending on December 31, 2018, there were no private interests with regards to the class of shares carrying voting rights . Bahri owning the other 80 percent. It also deals with ARASCO, which owns a 40-percent stake of Bahri Dry Bulk LLC’s capital with Bahri owning the other 60 percent. The financial details are disclosed in the published financial statements.

Eng. Abdulaziz Abdulrahman Sabri Eng. Mubarak Abdullah Al-Khater

Head of Strategy 0 There is no interest, contractual securities, subscription rights or debt securities belonging to Board members, Senior Executives and their relatives. Twenty-one: Policy and breakdown of Bahri Board of Directors, Board committees and Executive Management’s compensations and bonuses for 2018 First: Bahri Board of Directors, Board committees and Executive Management compensation and bonuses policy

The regulation of the Remuneration and Compensation Committee has been disclosed in the announcement published on March 28, 2018 on the Saudi Stock Exchange’s (Tadawul) website inviting shareholders to attend the Company’s 42nd Annual General Meeting. On April 18, 2018 the General Assembly

of Shareholders approved the regulation, which stated that the Remuneration and Compensation Committee should prepare a clear policy on the compensation and bonuses of Board members, committees and Executive Management. Additionally, the same policy should be presented

to the Board of Directors to obtain final approval without prejudice to the provisions of the Company’s Law and Corporate Governance Regulations. The Board approved the Compensation and Bonuses Policy on April 29, 2018.