Tihama Advertising and Public Relations Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )
|Introduction||The Board of Directors of Tihama Company for Advertising, Public Relations and Marketing is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly meeting (First meeting) which is scheduled to be held, God willing, at exactly Seven in the evening on Sunday 06-08-1444H, corresponding to 26-02-2023G, at JW Marriott (Burg Rafal) and through modern technology means using the Tadawulaty system, in order to ensure the safety of shareholders.|
|City and Location of the Extraordinary General Assembly's Meeting||JW Marriot (Rafal Tower) and remotely via any-meeting. |
|URL for the Meeting Location||www.any-meeting.com|
|Date of the Extraordinary General Assembly's Meeting||2023-02-26 Corresponding to 1444-08-06|
|Time of the Extraordinary General Assembly's Meeting||19:00|
|Attendance Eligibility||ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations|
|Quorum for Convening the General Assembly's Meeting||According to Article 33 of the Company Articles of Association: The Extraordinary General Assembly meeting shall not be valid unless attended by shareholders representing (half) of the company capital. If this quorum is not available at the first meeting, the second meeting may be held an hour after the end of the specified period for the first meeting, provided that the invitation to hold the first meeting includes the possibility of holding the second meeting. In all cases, the second meeting is valid if attended by a number of shareholders representing at least (a quarter) of the capital, and if the necessary quorum is not available at the second meeting, an invitation to a third meeting held in the same conditions stipulated in Article (30) of this Bylaw. The third meeting shall be valid regardless of the number of shares represented therein, and after approval by the competent Authority.|
|Meeting Agenda||1-The first item: To vote on increase the company’s capital by issuing priority rights shares at a value of 350 million Saudi riyals, so that the capital after the increase becomes 400 million Saudi riyals: |
- Reasons for increasing the capital: financing expansion plans and future investments, supporting working capital and paying financial obligations.
- Ways to increase the capital: by issuing priority rights shares with 35,000,000 ordinary shares (thirty-five million shares) at a value of 350,000,000 Saudi riyals (three hundred and fifty million Saudi riyals).
Eligibility to subscribe: Shareholders who own shares on the day of the Extraordinary General Assembly convening, which decided to increase the capital by issuing primary rights shares, and whose names appear in the company’s shareholder register at the Depository Center at the end of the second trading day following the date of the Extraordinary General Assembly, will be eligible to subscribe. which will be scheduled later.
-Amendment of Article 7 of the company’s bylaws, which is related to the capital.
-Amendment of Article 8 of the company’s bylaws related to subscribing to shares.
2-The Second item: To vote on amending the company’s articles of association according to the requirements of the new corporate law – attached.
3-The third item: To vote on the amendment of Article Fourteen of the company's articles of association, which is related to the capital increase.
4-Item Four: To vote on the amendment of Article Fifteen of the Company's Articles of Association, which is related to reducing the capital.
5-Fifth item: To vote on the amendment of Article Sixteen of the Company's Articles of Association, which is related to the management of the company.
6-Item Six: To vote on the amendment of Article Seventeen of the Company's Articles of Association, which relates to the end of the Board's term or the retirement of its members.
7-Item Seven: To vote on the amendment of Article Eighteen of the Company's Articles of Association, which is related to the vacant position in the Board.
8-Item Eight: To vote on adding Article Nineteen of the Company's Articles of Association, which is related to the disclosure of interest in business and contracts.
9-Item Nine: To vote on the addition of Article 20 of the Company's Articles of Association, relating to conflict of interest, competition and exploitation of assets.
10-Item Ten: To vote on adding Article Twenty-One of the Company's Articles of Association, which is related to the rule for evaluating decisions.
11-Item Eleven: To vote on the addition of Article Twenty-Two of the Company's Articles of Association, related to the duties of care and loyalty.
12-Item Twelve: To vote on adding Article twenty-four of the company's articles of association, which is related to the sale of the company's assets.
13-Thirteenth Item: To vote on the amendment of Article Twenty-Eight of the Company's Bylaws, which is related to Board meetings.
14-Fourteenth item: To vote on the addition of Article Twenty-Nine of the company's bylaws, which relates to deputizing attendance at meetings and the validity of the decisions of the Board of Directors.
15-Item Fifteen: To vote on the amendment of Article fifty-seven of the company's bylaws, which is related to the company's losses.
16-Item Sixteen: To vote on the amendment of Article fifty-nine of the company's bylaws, which is related to the termination of the company.
17-Seventeenth item: Voting to add Article 60 to the company’s bylaws related to the decision to appoint a liquidator:
18-The eighteenth item: To vote on the addition of Article sixty-one in the company's bylaws related to insufficient assets.
19-Item Nineteen: To vote on the addition of Article 62 in the company’s bylaw, which is related to compatibility of the articles of the bylaw with the companies’ bylaw.
20-The twentieth item: Voting to amend the Remuneration and Nominations Committee charter (attached)
21-The twenty-first item: Voting to approve the policy of remuneration of the Board of Directors, committees and the executive management (attached)
|E-Vote||The shareholders registered in Tadawulaty services may vote remotely on the agenda of the Extraordinary General Assembly Meeting (EGM) starting at 1:00 AM on Wednesday 02-08-1444H, corresponding to 22-02-2023G until the time the general assembly meeting ends. |
Also, please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the (E-Voting) services at: 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. The shareholder has the right to discuss the topics on the agenda of the assembly and ask questions.|
|Method of Communication||in case of an inquiry, we hope to contact the Investor Relations Department by phone: 0112079767 or Email: email@example.com|
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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