Riyadh – Mubasher: Bawan Company convened its Ordinary General Assembly on 23 June 2026, where shareholders approved several critical resolutions, according to a bourse filing.
The ratifications included the appointment of Ernst & Young as the external auditor and the endorsement of the Board’s recommendation to withhold dividends for the 2025 fiscal year.
The meeting focused on strengthening the firm’s financial position while ratifying extensive related-party transactions across its diverse industrial subsidiaries.
The assembly opened with the review and discussion of the Board of Directors' report and the financial statements for the 2025 fiscal year. Shareholders officially approved the auditor's report for the same period and discharged the Board of Directors from liability for their management during the 2025 financial year.
In a move aimed at bolstering the company’s capital structure, the assembly approved the Board’s proposal to not distribute dividends for the 2025 fiscal year. The decision was justified as a measure to support the company’s financial position.
However, to maintain flexibility regarding shareholder returns in the future, the assembly granted the Board the authority to distribute interim dividends on a semi-annual or quarterly basis for the 2026 fiscal year.
Shareholders approved the selection of Ernst & Young (EY) to audit and review the company’s financial statements. The mandate covers the second, third, and fourth quarters of 2026, the full fiscal years of 2027 and 2028, and the first quarter of 2029.
The professional EY fees for the 2026 fiscal year were set at SAR 2.98 million excluding VAT, with a stipulated 5% annual increase for the 2027 and 2028 periods.
The assembly also addressed a comprehensive list of related-party transactions and contracts involving various subsidiaries, including Bawan Metal Industries, Bawan Wood Industries, Arnon Plastic Industries, and United Transformers Electric Company.
These transactions involved entities where board members hold indirect interests, such as Masdar Building Materials, Madar Building Materials, and Bloom Investment Saudi Arabia.
Notable transactions ratified included sales and services provided by Bawan Metal Industries to Masdar Building Materials totaling SAR 164.10 million and to Madar Building Materials totaling SAR 23.50 million.
Furthermore, the assembly approved a substantial banking facilities agreement with the Saudi National Bank (SNB), involving a transaction limit of SAR 767.80 million, in which board member Abdullah Al Rowais has an indirect interest.
In terms of governance, the assembly authorized the Board of Directors with the powers of the Ordinary General Assembly as per Article 27 of the Companies Law. This authorization, valid for one year or until the end of the current Board cycle, allows the Board to license activities in sectors including petroleum, iron, wood, electricity, and plastics, ensuring operational continuity across Bawan’s industrial portfolio.
The resolutions passed during this General Assembly reflect Bawan’s strategic focus on liquidity preservation and rigorous governance.
By retaining 2025 earnings and securing long-term auditing services, the company is positioning itself for financial stability, while the extensive ratification of related-party contracts ensures regulatory compliance for its complex industrial operations.
