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Alkhorayef Water and Power Technologies Announcement of Alkhorayef Water and Power Technologies for Inviting Its Shareholders to Attend the Extraordinary General Assembly Meeting (First Meeting) through Modern Means of Technology.
| Element List | Explanation |
|---|---|
| Introduction | Board of Directors of Alkhorayef Water and Power Technologies Company is pleased to invite the shareholders to attend extraordinary meeting of the general assembly which includes increase of the company capital(first meeting), determined to be held at (8:00 pm) on Thursday 15/11/1445H corresponding to 23 May 2024 through modern means of technology using Tadawulaty platform. |
| City and Location of the General Assembly's Meeting | The meeting will be held through modern means of technology from the company premises in Riyadh (through use of Tadawulaty platform). |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-05-23 Corresponding to 1445-11-15 |
| Time of the General Assembly’s Meeting | 20:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Every shareholder entered in the register of the company shareholder with the depository center by end of the deliberation session preceding the first extraordinary general assembly meeting has the right to attend meeting of the assembly, and according to laws and regulations. Also the attendees’ entitlement to vote on the items on agenda of the assembly will end upon expiry of work of the Votes |
| Quorum for Convening the General Assembly's Meeting | Meeting of the extraordinary general assembly will be valid if it is attended by shareholders representing half of the capital at least. If the quorum required for holding this meeting is not presen. |
| General Assembly Meeting Agenda | 1. Reviewing the Board of Directors’ report for the financial year ending on December 31, 2023 and discussing it. 2. Vote on the company’s auditor’s report for the financial year ending on December 31, 2023 after discussing it. 3. Review the financial statements for the fiscal year ending on December 31, 2023 and discuss them. 4. Vote on the Board of Directors’ recommendation to increase the company’s capital through the distribution of bonus shares to shareholders by capitalizing 100,000,000 Saudi riyals from retained earnings, according to the following: - The company’s capital before the increase is two hundred and fifty million (250,000,000) Saudi riyals, divided into twenty-five million (25,000,000) shares. - The company's capital after the increase is three hundred and fifty million (350,000,000) Saudi riyals, divided into thirty-five million (35,000,000) shares. - The total amount of the increase: (100) one hundred million Saudi riyals. - Percentage of capital increase: 40%. - Reason for the increase: Through the capital increase, the company aims to strengthen the company’s financial position in a way that contributes to achieving the company’s strategic objectives. - Capital increase method: The capital will be increased by capitalizing an amount of (100) million riyals from the retained earnings account, by granting one (1) share in exchange for (2.5) shares owned. - Eligibility date: If the clause is approved, the eligibility for the bonus shares will be for the company’s shareholders who own the shares at the end of the trading day of the company’s extraordinary general assembly and who are registered in the register of shareholders of Al Khareef Water and Power Technology Company with the Securities Depository Center Company (Edaa) at the end of the second trading day following Date of the extraordinary general assembly. - Treatment of fractions: In the event that there are fractional shares granted as a result of a capital increase, the fractions will be collected in one portfolio for all the company’s shareholders entitled to the fractional shares and sold at the market price, then their value will be distributed to the shareholders entitled to the fractional shares, each according to his share, within a period not exceeding 30 days. From the date of determining the shares owed to each shareholder. - Amending Article Seven (7) of the company’s bylaws related to (the company’s capital) (attached). - Amending Article Eight (8) of the company’s bylaws related to (subscription to shares) (attached). 5. Voting on amending Article (4) of the company’s bylaws related to (participation and ownership in companies) (attached). 6. Voting on amending Article (11) of the company’s bylaws related to (issuing shares) (attached). 7. Vote on amending Article (18) of the company’s bylaws related to (company management) (attached). 8. Voting on amending Article (21) of the company’s bylaws related to (Board powers) (attached). 9. Voting on amending Article (23) of the company’s bylaws related to (the powers of the president, deputy, managing director, and secretary) (attached). 10. Vote on amending Article (42) of the company’s bylaws related to (committee formation) (attached). 11. Vote on amending Article (50) of the company’s bylaws related to (dividend distribution) (attached). 12. Vote on amending the company’s bylaws in accordance with the new companies’ bylaws, and rearranging the articles of the company’s bylaws and numbering them to be consistent with the proposed amendments (attached). 13. Vote on amending the internal governance regulations (attached). 14. Vote on amending the Audit Committee bylaws (attached). 15. Vote on amending the conflict of interest and business ethics policy (attached). 16. Vote on amending the disclosure policy (attached). 17. Vote on amending the dividend distribution policy (attached). 18. Vote on amending the nominations policy (attached). 19. Vote on amending the work regulations of the Nominations and Remuneration Committee (attached). 20. Vote on amending the remuneration policy (attached). 21. Vote on appointing the company’s auditor from among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the financial statements for the (second and third) and annual quarters of the fiscal year 2024, and the first quarter of the fiscal year 2025, and determine his fees. 22. Vote on discharging the members of the Board of Directors from their liabilities for the year ending December 31, 2023 23. Vote on disbursing an amount of (962,000) Saudi Riyals as a reward to members of the Board of Directors for the financial year ending on December 31, 2023. 24. Vote on delegating the authority of the Ordinary General Assembly to the Board of Directors, with the authorization contained in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the session of the delegated Board of Directors, whichever comes first, in accordance with the conditions stated in the Implementing Regulations, Companies Law for listed joint stock companies. 25. Vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2024. |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Every shareholder has the right to discuss the topics on the assembly’s agenda and ask questions. Shareholders registered in the Tadawulaty service can vote electronically remotely on the assembly’s items via the following link: https://www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty services may vote remotely (on line) on the items of the assembly starting from 01:00 AM Saturday 11/05/1445H corresponding to 19 May 2024 up to end of the time of holding the assembly, and registration and voting in Tadawulaty will be available free of charge for all shareholders through use of the following link: https://www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | Shareholders may participate in the said deliberations of the first extraordinary general assembly and they may contact through the email shown below during holding of the assembly: email: nalshami@alkhorayef.com. We also would like to let you informed that there will be direct voice broadcast of the assembly through the link available in tadawulaty. In case of any inquiries, please contact with the department of shareholders relationships on telephone No: 0114000612, extension (222) during official work hours of the company from Sunday to Thursday from eight o’clock in the morning to four o’clock in the evening. |
| 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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