Chapter IV Disclosure and Transparency
Disclosure
• Information on any business or contracts where the Company is a party and there is an interest for a board member or the CEO or the CFO or any person related to any of them: Excluding the above mentioned, the Company acknowledges that there is no contract where the Company is a party and where there is an interest for a board member or the CEO or the CFO or any person related to any of them. • A description of any arrangements or agreement under which a board member or a senior executive has waived any rights to compensation: None of the board members or senior executives have waived any rights to salary or compensation. • A description of any arrangements or agreement under which a shareholder of the Company has waived any rights to dividends: None of the The Company has not received any notification from the shareholders of the Company to waive any rights to dividends. • A description of the value of any investments or reserves created for the Company’s employees: There are no specific investments or reserves set aside for the Company’s employees, except those for the end of service provisions as provided in the Labor Law in KSA and similar laws in countries where there are companies wholly owned by Bahri such as the USA and the UAE. The Board of Directors confirms the following: • The accounting records have been prepared properly. • The internal audit system has been prepared on a sound basis and implemented effectively. • There is no doubt about the Company’s ability to continue its activities. • The External Auditors’ reservations regarding the financial statements: The external auditors do not have any reservations about the Company’s financial statements. • The board of directors’ recommendation to replace the External Auditors before the end of the agreed period. The Board of Directors did not make any recommendation replace the External Auditors before the end of the agreed period. • Penalties, sanctions, or reserve restrictions imposed on the Company by regulatory, supervisory, monitoring, or judicial authorities: No penalties, sanctions, or reserve restrictions were imposed on the Company by regulatory, supervisory, monitoring, or judicial authorities.
Bahri discloses all necessary information in a transparent manner, especially with regards to its activities and results in such a way that it does not influence the activities. • Variance from the Accounting Standards issued by the Saudi Organization for Certified Public Accountants (SOCPA) There are no differences from the accounting standards issued by the Saudi Organization for Certified Public Accountants (SOCPA). • A description of any interest in a class of voting shares held by people (other than the Company’s board members, senior executives and their relatives) that have informed the Company of their holdings pursuant to Article 45 of the Listing Rules of the Capital Markets Authority, together with any change to such interest during the last financial year. The Company has not received any notification regarding any interest in the stock category that has the right to vote. • A description of the categories and numbers of any transferrable debt instruments and any contractual securities or any subscription rights offers or similar rights issued or granted by the Company during the fiscal year with explanations for any compensation acquired by the Company for that: The Company does not have any groups and transferrable debt instruments, nor any contractual securities, subscription rights, or any similar rights issued or granted by the Company during the fiscal year. • A description of any transferrable or subscription rights by transferrable debt instruments or any contractual securities or any subscription rights or similar rights issued or granted by the Company: The Company does not have any transferrable or subscription rights through transferrable debt instruments or any contractual securities or any subscription rights memos or similar rights issued or granted by the Company. • A description of any recovery, purchase, or cancellation by the Company of any recoverable debt instruments and the value of the remaining securities, with a distinction between the listed securities purchased by the Company and those purchased by the subsidiaries The Company and its subsidiaries do not have any such recovery, purchase, or cancellation of any recoverable debt instruments. • A description of any transactions between the Company and any relevant party: On August 28, 2010, the Company signed an agreement with Arasco to establish Bahri Dry Bulk (a subsidiary of Bahri), which is 60% owned by Bahri and 40% owned by Arasco. The Company states that Mr. Abdullah Sulaiman Al-Rubaian is the Chairman of Bahri as well as the Chairman of Arasco. This has been disclosed during Ordinary General Assembly no. 36 held on April 22, 2012, and was approved.
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