Al Kathiri Holding Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al Kathiri Holding Company is pleased to invite the honorable shareholders to attend the extraordinary general assembly meeting (the first meeting), which is scheduled to be held, God willing, at 9:30 pm on Wednesday 21 Ramadan 1444 AH corresponding to 12 April 2023 AD- through modern technology means. |
| City and Location of the General Assembly’s Meeting | The company’s main headquarters – 3158 Green Offices – Prince Yazid bin Abdullah bin Abdul Rahman Road Al-Malqa district in Riyadh – through modern technology means. |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly’s Meeting | 2023-04-12 Corresponding to 1444-09-21 |
| Time of the General Assembly’s Meeting | 21:30 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly’s Meeting | In order for this assembly to be valid, a number of shareholders representing 50% of the capital is required. If this quorum is not available at the first meeting, a second meeting will be held One hour after the end of the first meeting period. The second meeting shall be valid if attended by shareholders representing at least 25% of the share capital. |
| General Assembly Meeting Agenda | 1 – Review and discuss on the Board of Directors’ report for the FY ending on December 31, 20222 – Voting on the company’s auditor report for the FY ending on December 31, 20223- Review and discuss on the company’s financial statements for the FY ending on December 31, 2022G4 – Voting on appointing an auditor for the company from among the nominees based on the Audit Committee’s recommendation; to examine, review, audit the financial statements for the second, third quarters, and annual of the FY 2023G and the first quarter of the fiscal year 2024G, and to approve their fees5- Voting for the election of the Board members from among the candidates for the next term, commencing from 12/04/2023G, for a term of three years, ending on 11/04/2026G. (Candidates’ CVs are attached)6 – Voting on amending the Audit Committee charter. (attached)7-Voting on the division of the company’s shares according to the following: The nominal value of the share before the amendment: 10 Saudi riyals The nominal value of the share after the amendment: 50 halalas (0.50) Saudi riyals The number of shares before the amendment: 11,302,200 shares Number of shares after amendment: 226,044,000 shares There is no change in the company’s capital before and after the stock split. The Effective Date: In the event that the clause is approved, the division resolution will be effective for all company’s shareholders in the date of extraordinary general assembly meeting and who are registered in the company’s shareholders register with the Securities Depository Center Company (“Edaa”) at the end of the second trading day following the date The Extraordinary General Assembly that decided shares are divided.The effect of the decision will be applied to the share price starting from the working day following the assembly meeting, provided that the number of shares in shareholders’ portfolios will be applied at the end of the second trading day following the date of the Extraordinary General Assembly in which it was decided to divide the shares. Amendment of Article (7) of the company’s bylaws, which is related to the capital. (attached). Amendment of Article (8) of the company’s bylaws related to subscribing to shares. (attached)8 -Voting on the Amendment of Article (3) of the company’s bylaws, which is related to the Purposes of the company. (attached)9 -Voting on amendment of the company’s bylaws in line with the new Companies Law. (attached).10 – Voting on transaction and contracts that will take place between Al Kathiri Holding Company and its subsidiary, Msandh Al-Emdad Limited Company, and Alian Industry Company, in which the two members of the Board of Directors (Mr. Meshal Al Kathiri and Mr. Adel Al Kathiri) have a direct interest, as they are Board members in Alian industry Company and Al Kathiri Holding Company, which owns Msandh Al-Emdad by 100% and owns Alian Industry by 99%. Noting that the transactions that took place on the period ending on 31-12-2022 amounted to 21,515,194 S.R. The disclosed direct interest is regarding mutual procurements and commercial transactions as part of the ordinary businesses that have offered no preferential.11- Voting on the mutual contracts and business between Al Kathiri Holding Company and Alian Industry Company – in which the two members of the Board of Directors (Mr. Meshal Al Kathiri and Mr. Adel Al Kathiri) have a direct interest, as they are board members in Alian Industry and Al-Kathiri Holding Company – noting that the transactions took place during the fiscal year ended on December 31, 2022 are in the amount of 16,595,466 Saudi riyals, and the balance of these transactions at the end of the period amounted to 30,682,848 Saudi riyals, which are normal transactions that take place between the company and its subsidiary as part of the ordinary businesses that have offered no preferential.12 – Voting on authorize the Board of Directors with the Shareholders General Assembly authority with the rights mentioned in paragraph (1) of Article (27) of the Companies Law for one year from the date of approval of the Shareholders General Assembly or until the end of the session of the authorized the Board of Directors, whichever is earlier, in accordance with the conditions mentioned in the executive regulation of the Companies Law for Listed Joint Stock Companies. |
| Proxy Form | Form |
| E-Vote | All shareholders who are registered on Tadawulaty will be able to remotely vote on the GA agenda items, which shall commence at 01:00 A.M on Saturday 17-09-1444 (corresponding to 08-04-2023) and continue until the end of the GA. The registration and voting in Tadawulaty services will be available for all shareholders free of charge through the following link: www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes |
| Method of Communication | In event there are any inquiries, please contact the Investor Relations Department through (Phone: 0114167900 or the unified number 920004192 Ext. No. 104 – Fax: 0114167909 Ext. No. 106) E-mail ir@alkathiriholding.com |
| Attached Documents | Document Document Document Document |