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The Board of Directors of Al Hassan Ghazi Ibrahim Shaker Co. invites its shareholders to attend the Extraordinary General Assembly, which includes increasing the company's capital (First Meeting) by Means of Modern Technology.

1214
SHAKER
-3.27 %
1445/10/16     25/04/2024 16:14:10

Element ListExplanation
Introduction The Board of Directors of Al Hassan Ghazi Ibrahim Shaker Company is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), which is scheduled to be held through modern technology, God willing, at 08:30 pm on Sunday 11/11/1445 AH corresponding to 19/05/2024 AD.
City and Location of the Extraordinary General Assembly's Meeting The company's head office located in Riyadh, Al-Sahafa District - by means of modern technology.
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2024-05-19 Corresponding to 1445-11-11
Time of the General Assembly’s Meeting 20:30
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting The extraordinary general assembly meeting will be valid if it is attended by shareholders representing at least half of the capital. If the quorum required to hold this meeting is not available, the second meeting will be held one hour after the end of the period specified for holding the first meeting. The second meeting will be valid if it is attended by shareholders representing a quarter of the capital at least.
Meeting Agenda 1- Voting on the Board of Directors recommendation to increase the company's capital by way of issuing bonus shares as follows:

- Capital before increase: SAR 482,334,000. Capital after increase: SAR 555,000,000. Increase percentage: 15,065494%.

- Number of shares before increase: 48,233,400 shares, Number of shares after increase: 55,500,000 shares.

- The recommendation aims to support the financial position and future growth plans of the company.

- The capital increase will be made through the capitalization of SAR (72,666,000) from the statutory reserve account, by granting one share for every (6,637685) shares.

- In the event of stock fractures, the fractions will be grouped into a single portfolio for all shareholders and sold at the market price and then distributed to the shareholders entitled to the grant each according to their share within 30 days of the date of the determination of the shares due to each shareholder.

- The entitlement to the bonus shares will be to the company’s shareholders who own the shares at the end of the day of the extraordinary general assembly and who are registered in the company’s shareholder registry with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the extraordinary general assembly.

- Amend Article No. 6 relating to Capital, of the Articles of Association of the company. (Attached)

- Amend Article No. 7 relating subscription to shares, of the Articles of Association of the company. (Attached)

2- Voting to amend Article No. (3) in the Company's Articles of Association related to the Company's purposes. (Attached)

3- Voting on the amendment of the Audit Committee Bylaws (Attached).

4- Voting on the amendment of the Nomination and Remuneration Committee Bylaws (Attached).

5- Voting on the amendment of the remuneration policy for the members of the Board of Directors and the committees (Attached).

6- Voting on the amendment of the policy and criteria of membership of the Board of Directors (Attached).

7- Voting on transferring the amount of (71,682,000) Saudi riyals from the statutory reserve amounting to (144,384,000) as in the financial statements for the year ending 31 December 2023 to the retained earnings.

8- Voting on authorizing the Board of Directors to distribute interim dividends semi-annually or quarterly basis for the fiscal year 2024.

9- Review and discuss the Board of Directors' report for the financial year ended 31/12/2023.

10- Review and discuss the financial statements for the fiscal year ended 31/12/2023.

11- Voting on the auditor's report for the financial year ended 31/12/2023 after discussing it.

12- Voting on the appointment of the External Auditor of the Company among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second, third and annual quarters of the fiscal year 2024 and the first quarter of the fiscal year 2025, and determine their fees.

13- Voting on the discharge of the members of the Board of Directors from liability for the financial year ended 31/12/2023.

14- Voting on the business and contracts concluded between the company and Lafana Holding Company, in which the Chairman of the Board of Directors, Mr. Abdulelah bin Abdullah Abunayyan, has an indirect interest, which is a preventive maintenance contract for the air conditioners of Lafana Holding Company, the amount of the transactions is (24,840) thousand Saudi riyals, the duration of the contract is one year, and this contract was made without preferential conditions or benefits.

15- Voting on the delegation of the Board of Directors with the authority of the Ordinary General Assembly with the license mentioned in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions contained in the Executive Bylaws of the Companies Law for Listed Joint Stock Companies.

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders have the right to discuss matters listed in the agenda of the General Assembly and raise relevant questions. Shareholders can remotely vote on the General Assembly Meeting’s agenda via (E-voting service), through Tadawulaty:

www.tadawulaty.com.sa

Details of the electronic voting on the Assembly’s agenda The Shareholders who are registered in (Tadawulaty) services will be able to remotely vote on the items of the Extraordinary General Assembly electronically.

Starting from 1:00 am on Wednesday 07/11/1445H corresponding to 15/05/2024G, until the end of the General Assembly time.

Registration and voting via (Tadawulaty) services will be available and free of charge for all shareholders through the following link:

https://tadawulaty.com.sa

Method of Communication in Case of Any Enquiries In case of any questions and inquiries with the valued shareholders , please contact the company via:

Email address: a_algublan@shaker.com.sa

And on the phone 011-2638900 Ext. 11534

Additional Information Remote voting will be sufficient.
Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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Key Parameters
Last Price 34.0
Net Change -1.15 (-3.27%)
Value Traded (Sar) 8,488,279.75
Volume Traded 247,652
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