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Taiba Investments Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase ( First Meeting )

4090
TAIBA
0.13 %
1445/05/19     03/12/2023 08:04:29

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Introduction Taiba Investments Company (“Taiba” or the “Company”) is pleased to announce the results of the extraordinary general assembly meeting (“EGM”) held at 06:30PM on Thursday 16-05-1445H (corresponding to 30-11-2023G) which included the increase of the Company’s capital (first meeting) remotely by means of contemporary technology using Tadawulaty platform.
City and Location of the Extraordinary General Assembly's Meeting Through contemporary technology (using only Tadawulaty system).
Date of the Extraordinary General Assembly's Meeting 2023-11-30 Corresponding to 1445-05-16
Time of the Extraordinary General Assembly's Meeting 18:30
Percentage of Attending Shareholders 61.62
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following board members attended the meeting:

1. Mr. Ibrahim Mohammed Al-Eissa (chairman of the board).

2. Eng. Anas Mohammed Salih Saerafi (vice-chairman of the board).

3. Dr. Badr Hammoud Al-Badr (board member).

4. Mr. Eid Faleh Al Shamri (board member).

5. Mr. Ghassan Yasser Shalabi (board member).

6. Mr. Feras Salah-Adin Al-Qurashi (board member).

7. Eng. Mohammed Abdulmohsen Al-Qurainis (board member).

8. Eng. Muhannad Qusai Al-Azzawi (board member).

There was one board member that was absent: Mr. Basil bin Mohammad bin Saad bin Jabr (Board member).

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf 1. Mr. Ibrahim Mohammed Al-Eissa (chairman of the board and chairman of the social responsibility committee).

2. Eng. Mohammed Abdulmohsen Al-Qurainis (chairman of the audit committee).

3. Mr. Ghassan Yasser Shalabi (chairman of the investment committee).

4. Eng. Muhannad Qusai Al-Azzawi (chairman of the projects committee).

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- Approve the increase of Taiba’s capital from (SAR 1,604,574,830) to (SAR 2,604,574,830), representing (62.32%) increase in the current capital, through the issuance of (100,000,000) ordinary shares with a nominal value of (SAR 10) each, for the purpose of acquiring all of the shares of Dur Hospitality Company (“Dur”), pursuant to Article (26) of the Merger and Acquisition Regulations issued by the board of the Capital Market Authority, through the issuance of one (1) share in Taiba for each share in Dur (the “Transaction”) per the terms and conditions set out in the implementation agreement entered into between Taiba and Dur on 17-09-1444H (corresponding to 08-04-2023G) (“Implementation Agreement”), including approving the following matters related to the Transaction:

a) the provisions of the Implementation Agreement.

b) the increase of Taiba’s capital from (SAR 1,604,574,830) to (SAR 2,604,574,830), for the purpose of acquiring all of Dur’s shares, being (100,000,000) shares, according to the terms and conditions of the Implementation Agreement, and this increase shall be effective upon the approval of Taiba and Dur’s Transaction’s EGMs (“Completion”) as per the Companies Law and the Implementation Agreement.

c) the amendment of Article (5) of the bylaws, which relates to the head office, relating to the Transaction, provided it becomes effective as of Completion.

d) the amendment of Article (7) of the bylaws, which relates to capital, relating to the Transaction, provided it becomes effective as of Completion.

e) the authorization to Taiba’s board of directors, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

2- Approve amending the Company’s bylaws in accordance with the new Companies Laws.

3- Approve amending Taiba’s Remuneration Policy for Board Members, Board Committee Members and Executive Management.

Additional Information Given that Taiba’s EGM approved the Transaction’s resolutions, and Dur’s EGM also approved the Transaction’s resolutions, the Transaction completed on the date of these approvals.

The Company will announce the finalization of other complementary steps, mainly the deposit of the new shares to Dur’s entitled shareholders and their listing.

The Completion has resulted in Taiba’s capital increase through the issuance of new shares to Dur’s entitled shareholders, according to the following:

1- Taiba’s share capital increase from (SAR 1,604,574,830) to (SAR 2,604,574,830), and its shares’ increase from (160,457,483) shares to (260,457,483) shares, representing (62.32%) increase in previous capital.

2- The reason of the increase is to acquire all of Dur’s shares.

3- The issuance of (1) one new share for each share in Dur, as set out in the Shareholders’ Circular issued by Taiba.

4- Eligibility will be to Dur’s shareholders who are registered in Dur’s shareholders’ register at the end of the second trading period following the date of Completion.

For further information about the capital increase and the Transaction and its terms and conditions as well as other matters related to it, please refer to the Shareholders’ Circular published by Taiba.

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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Last Price 38.0
Net Change 0.05 (+0.13%)
Value Traded (Sar) 3,187,690.6
Volume Traded 83,991
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