| Introduction | The Board of Directors of Fitaihi Holding Group is pleased to invite its shareholders to participate and vote at the Extraordinary General Assembly Meeting which includes reducing the Company’s capital (First Meeting), through means of modern technology, using Tadwulaty System. This is in order 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. |
| City and Location of the Extraordinary General Assembly’s Meeting | Remotely through contemporary technology, using Tadawulaty system, from Fitaihi Headquarters in Jeddah |
| URL for the Meeting Location | https://www.tadawulaty.com.sa |
| Date of the Extraordinary General Assembly’s Meeting | 2021-07-07 Corresponding to 1442-11-27 |
| Time of the Extraordinary General Assembly’s Meeting | 18:30 |
| Attendance Eligibility | The registered shareholders in the Company’s Shareholders’ Record at the Depository Center, at the end of the trading session that precedes the GA Meeting, and according to the rules and regulations. |
| Quorum for Convening the General Assembly’s Meeting | As per Article (31) of the Company’s Articles of Association, the quorum for holding the GA Meeting will be (50%) of the capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within an hour of the scheduled time for the First Meeting, while the Second Meeting will be valid if attended by shareholders representing at least 25% of the Company’s capital. |
| Meeting Agenda | 1- Voting 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: In case the Company’s shareholders, in the Extra-Ordinary General Assembly Meeting, approve 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).
K- Amending Article No. (8) of the Company’s Articles of Associations relating to the (Subscription to Shares).
2- Voting on the amendment of Article No. (4) of the Company’s Articles of Associations relating to the (Partnership & Ownership in Other Companies).
3- Voting on the amendment of Article No. (13) of the Company’s Articles of Associations relating to the (Capital Increase).
4- Voting on the amendment of Article No. (19) of the Company’s Articles of Associations relating to the (Authorities of the Board).
5- Voting on the amendment of Article No. (20) of the Company’s Articles of Associations relating to the (Remunerations of Board Members).
6- Voting 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- Voting on the amendment of Article No. (22) of the Company’s Articles of Associations relating to the (Meetings of the Board).
8- Voting on the amendment of Article No. (23) of the Company’s Articles of Associations relating to the (Quorum of Board Meetings).
9- Voting on the amendment of Article No. (24) of the Company’s Articles of Associations relating to the (Deliberations of the Board).
10- Voting on the amendment of Article No. (25) of the Company’s Articles of Associations relating to the (Attending Assemblies).
11- Voting on the amendment of Article No. (28) of the Company’s Articles of Associations relating to the (Calling for Meetings of Assemblies).
12- Voting on the amendment of Article No. (34) of the Company’s Articles of Associations relating to the (Deliberations at Meetings of the Assemblies).
13- Voting on the amendment of Article No. (37) of the Company’s Articles of Associations relating to the (Quorum of the Committee Meetings).
14- Voting on the amendment of Article No. (39) of the Company’s Articles of Associations relating to the (Reports of Audit Committee).
15- Voting on the amendment of Article No. (43) of the Company’s Articles of Associations relating to the (Financial Documents). (Attached) |
| Proxy Form | |
| E-Vote | The Company’s registered shareholders in Tadawulaty Services will be able to participate in the Electronic voting that will start at 10:00 a.m. on Sunday 04/07/2021 and will last until the end of the GA. Tadawulaty registration and voting on the General Assembly Meeting agenda items are free of charge for all the shareholders of the Company who can vote remotely via the website: www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | The eligibility to register attendance at the Assembly Meeting ends at the time of the GA, and the right to vote on the items of the agenda for attendees ends when the Counting Committee finishes counting the votes. |
| Method of Communication | For further inquiries regarding any of the GA’s items, please contact the CG & Investor Relations Dept. through any of the following contact ways:
-E-mail: sh@fitaihi.com.sa
-Tel.: 012 – 2604200 |
