| Introduction | Fitaihi Holding Group announces the results of the Extraordinary General Assembly Meeting (the Second Meeting) which included the approval on the capital reduction of the Company, which was held at 07:30 on Wednesday 07/07/2021 through means of modern technology, as the quorum for the First Meeting was not completed; the Second Meeting was held an hour after the time specified for the First Meeting with an attendance percentage of 41.629%; as the quorum for the Second Meeting is the presence of shareholders representing, at least, 25% of the Company’s capital (according to the Company’s Articles of Association). |
| City and Location of the Extraordinary General Assembly’s Meeting | The GA Meeting was held remotely from the Headquarters of the Company in Jeddah through modern technology, using Tadwulaty System. This is to ensure the safety of the shareholders in the Capital Market, in support of the preventive and precautionary efforts, applied by the relevant and competent Health Authorities, and as an extension of the continuous efforts of the Government Agencies in the Kingdom of Saudi Arabia in taking the necessary preventive measures to stop its spread. |
| Date of the Extraordinary General Assembly’s Meeting | 2021-07-07 Corresponding to 1442-11-27 |
| Time of the Extraordinary General Assembly’s Meeting | 19:30 |
| Percentage of Attending Shareholders | 41.62978% |
| Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees | The meeting was attended by the following directors of the board:1)- H.E. SHK. Ahmed H. Fitaihi – Chairman of the Board2)- Dr. Ibrahim Al-Madhoun – Vice-Chairman – Head of Meeting3)- Dr. Adnan Soufi4)- Dr. Suhail Qadi5)- Eng. Abdulmalik A. Fathaddin6)- Mr. Omar Riyadh Al-Humaidan7)- Mrs. Bayan Adel M. FakeihThe meeting was also attended by the CEO Mr. Yasser Yehia, in addition to the external Member of Audit Committee Mr. Uthamn Riyadh Al-Humaidan |
| Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Names of Those Attending on their Behalf | The meeting was attended by the following heads of the board committees:1)- H.E. SHK. Ahmed H. Fitaihi – Head of Investment Committee2)- Dr. Ibrahim Al-Madhoun – Head of Risk Management Committee3)- Dr. Adnan Soufi – Head of Audit Committee4)- Dr. Suhail Qadi – Head of Nomination and Remuneration Committee |
| Voting Results on the Items of the General Assembly’s Meeting Agenda’s | The shareholders approved on the meeting agenda, and the results of the voting on the GA’s were as follows:1- Approval on the recommendation of the Group’s Board of Directors, issued on March 4th, 2021, to reduce the Company’s capital as follows:A- The capital before reduction is 550,000,000 SAR, and after reduction will be 275,000,000 SAR.B- Reduction Percentage: 50% of the Company’s capital.C- The number of shares before reduction is 55,000,000 shares, and after reduction will be 27,500,000 shares.D- Reduction Ratio: One (1) share for every two (2) shares.E- Reasons for Capital Reduction: The capital exceeds the Company’s need.F- Method of Capital Reduction: Writing off 27,500,000 shares and compensating the eligible shareholders with the nominal value of (10) SAR for each canceled share.G- Impact of the Capital Reduction on the Company’s Obligations: There is no material impact of the capital reduction on the Company’s financial or operating obligations, operations, or performance. The management expects the reduction to positively impact the ratios of the Company’s performance and profitability indicators.H- Funding Reduction Process: The Company will finance the capital reduction process from its own resources.I- Reduction Date: As the Company’s shareholders, in the Extra-Ordinary General Assembly Meeting, approved on reducing the Company’s capital, the reduction resolution will be effective for all the Company’s shareholders 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 end of the (Creditors’ Objection Period).J- Amending Article No. (7) of the Company’s Articles of Associations relating to the (Share Capital of the Company), to comply with the capital reduction.K- Amending Article No. (8) of the Company’s Articles of Associations relating to the (Subscription to Shares), to comply with the capital reduction.2- Approval on the amendment of Article No. (4) of the Company’s Articles of Associations relating to the (Partnership & Ownership in Other Companies).3- Approval on the amendment of Article No. (13) of the Company’s Articles of Associations relating to the (Capital Increase).4- Approval on the amendment of Article No. (19) of the Company’s Articles of Associations relating to the (Authorities of the Board).5- Approval on the amendment of Article No. (20) of the Company’s Articles of Associations relating to the (Remunerations of Board Members).6- Approval on the amendment of Article No. (21) of the Company’s Articles of Associations relating to the (Competencies of Chairman, Vice Chairman, Managing Director, and Secretary).7- Approval on the amendment of Article No. (22) of the Company’s Articles of Associations relating to the (Meetings of the Board).8- Approval on the amendment of Article No. (23) of the Company’s Articles of Associations relating to the (Quorum of Board Meetings).9- Approval on the amendment of Article No. (24) of the Company’s Articles of Associations relating to the (Deliberations of the Board).10- Approval on the amendment of Article No. (25) of the Company’s Articles of Associations relating to the (Attending Assemblies).11- Approval on the amendment of Article No. (28) of the Company’s Articles of Associations relating to the (Calling for Meetings of Assemblies).12- Approval on the amendment of Article No. (34) of the Company’s Articles of Associations relating to the (Deliberations at Meetings of the Assemblies).13- Approval on the amendment of Article No. (37) of the Company’s Articles of Associations relating to the (Quorum of the Committee Meetings).14- Approval on the amendment of Article No. (39) of the Company’s Articles of Associations relating to the (Reports of Audit Committee).15- Approval on the amendment of Article No. (43) of the Company’s Articles of Associations relating to the (Financial Documents). |
