Al Hassan Ghazi Ibrahim Shaker Company’s Announcement to invite its Shareholders to Attend the Extraordinary General Assembly Meeting including capital decrease (First Meeting) by means of modern technology.
| item | Clarification |
|---|---|
| Introduction | The Board of Directors of Al Hassan Ghazi Ibrahim Shaker Company is pleased to invite its shareholders to attend the Extraordinary General Assembly's meeting (first meeting), which will be held, by means of modern technology, on Sunday 14/10/1443 corresponding to 15/05/2022 |
| City and Location of the General Assembly's Meeting | Head quarter of Shaker Company located in El Shafah, Riyadh - through the modern technology |
| URL for the Meeting Location | https://tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 15-05-2022 Corresponding to 14-10-1443 |
| Time of the General Assembly's Meeting | 8:30PM |
| Attendance Eligibility | Each shareholder registered in the shareholders register in the Securities Depository Center at the end of trading preceding prior to the Extraordinary General Assembly Meeting, have the right to attend the Extraordinary General Assembly as per the Laws and Regulations |
| Quorum for Convening the General Assembly's Meeting | According to article 34 of the company’s Articles of Association, The quorum necessary for this Extraordinary General Assembly meeting is shareholders representing 50% of the Company's capital; however, if the quorum was not present for the first meeting, a second meeting will convene an hour after the allocated time slot of the first, and that meetings’ quorum necessary is shareholders representing quarter of the Company's capital. |
| General Assembly Meeting Agenda | 1- Vote on the board's recommendation to reduce the company's capital as follows: - The company's capital before the reduction: (630,000,000) SAR - The company's capital after the reduction: (482,334,000) SAR - Number of shares before reduction: (63,000,000) Share - Number of shares after reduction: (48,233,400) Share - Reduction rate: 23.44% of the company's capital - The reason for the capital reduction: to restructure the capital and extinguish the ratio of (23,44%) of accumulated losses as of September 30, 2021, with a value of (147,666,000) SAR - Capital reduction method: cancellation of (14,766,600) shares of the company's shares, i.e. cancellation of 2.34 shares for each 10 shares. - Reduction date: At the end of the second trading day following the date of the extraordinary General Assembly in which it decided to reduce capital - Impact of capital reduction on the company's obligations: there is no impact of reducing the company's capital on its financial obligations - Voting on the amendment of article (7) of the company's Bylaws, relating to the company's capital ( attached) 2- Vote on the amendment of article (31) of the company's Bylaws, relating to the General Assemblies Invitation. (attached) 3- Vote on the amendment of article (42) of the company's statutes, relating to the Audit Committee's reports (attached) 4- Vote on the Board of Directors report for the fiscal year ended December 31, 2021. 5- Vote on the auditor's report for the fiscal year ended December 31, 2021. 6- Vote on audited financial statements for the fiscal year ended December 31, 2021. 7- Voting on the disbursement of an amount 1,400,000 SR is rewarded to board members for the fiscal year ended December 31, 2021. 8- Vote to discharge the members of the Board of Directors for the fiscal year ended December 31, 2021. 9 - Vote on the election of board members among the candidates for the next session, which begins from 1443-10-24 corresponding to 2022-05-25 and lasts for three years, ending on 1446-11-26, corresponding to 2025-05-24 (Candidates' resume attached). 10- Vote on the formation of the review committee, its functions, its work controls, and the rewards of its members for the new session, starting from 1443-10-24, corresponding to 2022-05-25, and its three-year term, which ends on 1446-11-26, 2025-05-24, with candidates (attached to their resumes) being: 1- Mr. Eid Faleh Al Shammary (Chairman) 2- Mr.Ahmed Zaki Al Fraih (Member) 3- Mohamed Abdulmohsen Algrenees (Member) 11- Vote on the appointment of an external auditor in accordance with the recommendation of the Audit Committee for the financial audit and review of the Company’s financial statements for the second, third, and 2022 year end, and the first quarter of 2023 and determining their fees. 12- Vote on the business and contracts that are done for the company and Himmah Capital Company as transactions with related parties (with direct interest), whose board of directors is chaired by the Chairman of the Board of Directors, Mr. Abdulelah Abunayyan, and a member of the Board of Directors, Mr. Musaab Al-Muhaidib, as transactions of direct interest, as the company has contracted With Himmah Capital Company, an independent consultant contract was signed to reduce and increase the company's capital, and the value of the interest amounted to 750 thousand Saudi riyals. (attached) |
| Proxy Form | Attached |
| E-Vote | Please note that the shareholders are able to electronically vote on agenda items through the services of Tadawulaty starting from Thursday 12/05/2022 Corresponding to 11/10/1443 at 10:00 a.m. until the end of the Extraordinary General Assembly, and the electronic voting mechanism is available with no cost for all shareholders 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 | All shareholder’s inquires and questions ,please contact the company via: Email : k_benjelayel@shaker.com.sa Tell : 0112638900 ext:11503 |
| Additional Information | Remote voting will suffice |
