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Pan Gulf Marketing Co. calls its shareholders to attend the Extraordinary General Assembly meeting which include the Increase of the company’s capital ( First Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Pan Gulf Marketing Company is pleased to invite the shareholders to participate and vote in the extraordinary general assembly meeting, which includes increasing the company’s capital (the first meeting), which is scheduled to be held, at 6:45 pm on Tuesday 19-12-1445 AH (according to the calendar). Umm Al-Qura) corresponding to 06-25-2024 AD. Through modern technical means. |
| City and Location of the Extraordinary General Assembly's Meeting | Riyadh - the company's main Office - using modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-06-25 Corresponding to 1445-12-19 |
| Time of the General Assembly’s Meeting | 18:45 |
| 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. |
| Quorum for Convening the General Assembly's Meeting | The extraordinary general assembly meeting is valid if it is attended by shareholders representing at least half of the capital. |
| Meeting Agenda | 1- Reviewing the Board of Directors’ report for the financial year ending 12/31/2023 AD and discussing it. 2- Vote on the auditor’s report for the fiscal year ending 12/31/2023 AD after discussing it. 3- Reviewing the financial statements for the fiscal year ending on 12/31/2023 AD and discussing them. 4- Vote on discharging the members of the Board of Directors from their liabilities for the fiscal year ending on 12/31/2023. 5- Vote on appointing the company’s auditor from among the candidates based on the recommendation of the Audit Committee, in order to examine, review and audit the semi-annual and annual financial statements from the year 2024 AD and determine his fees (attached) 6- Voting on the business and contracts concluded between the company and (Al-Hoshan Holding) Company, in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest in, It is (shared services charged for one year for the year 2023 AD and without any preferential terms) in the amount of 2,043,583 Saudi riyals. (attached) 7- Voting on the business and contracts concluded between the company and (Al-Hoshan Holding) Company, in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest in, It is (dividends for one year for the year 2023 AD without any preferential conditions) in the amount of 5,500,000 Saudi riyals. (attached) 8- Voting on the business and contracts concluded between the company and (Al-Hoshan Holding) Company, in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest in, It is (transferable financing for one year for the year 2023 AD and without any preferential conditions) in the amount of 7,543,583 Saudi riyals. (attached) 9- Voting on the business and contracts concluded between the company and ASAS Pan Gulf Real Estate Investment Company, in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest. ) in it, which is (shared services charged for one year for the year 2023 AD and without any preferential conditions) in the amount of 1,884,336 Saudi riyals. (attached) 10- Voting on the business and contracts concluded between the company and (ASAS Pan Gulf Real Estate Investment Company) in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest. ) in it, which is (rents for one year for the year 2023 AD and without any preferential conditions) in the amount of 1,225,000 Saudi riyals. (attached) 11- Voting on the business and contracts concluded between the company and (ASAS Pan Gulf Real Estate Investment Company), in which the Chairman of the Board of Directors, Mr. Abdullah bin Ahmed Al-Mana, has an (indirect) interest, and the Vice President, Mr. Khalid bin Abdulaziz Al-Babtain, has an (indirect) interest. ) in it, which is (transferable financing for one year for the year 2023 AD and without any preferential conditions) in the amount of 659,336 Saudi riyals. (attached) 12- Vote on the Board of Directors’ recommendation to increase capital by granting free shares to the company’s shareholders according to the following: - The company's capital before the increase is (50,000,000) Saudi riyals divided into (5,000,000) ordinary shares. - The company's capital after the increase is (75,000,000) Saudi riyals divided into (7,500,000) ordinary shares. - The total amount of the increase is (25,000,000) Saudi riyals - Capital increase percentage: 50% - Reason for increasing capital: The company aims by raising capital to support and strengthen the capital base and future activities of the company, which contributes to achieving good growth rates during the coming years, God willing, and in continuation of the company’s followed policy. - Method of increasing capital: By granting free shares through capitalization of (25,000,000) twenty-five million Saudi riyals from the balance of retained earnings as of 12/31/2023 AD, by granting one free share for every two shares owned by shareholders. Eligibility date: If this clause is approved, eligibility will be for shareholders who own shares at the end of the day of the extraordinary general assembly and are registered in the company’s shareholder registry with the Securities Depository Center Company (Edaa Center) at the end of the second trading day following the date of the extraordinary general assembly. Regular. - Amending Article (6) of the company’s bylaws related to (capital) - Amending Article (7) of the company’s bylaws related to (subscription to shares) (attached) 13- Voting on adding an article to the company’s bylaws No. (12-A) related to (the company’s purchase, sale, and mortgage of its shares). (attached) 14- Voting on amending Article (18) of the company’s bylaws, related to (the powers of the president, deputy, managing director, and secretary). (attached) 15- Voting on amending Article (25) of the company’s bylaws, related to (the quorum for the ordinary general assembly meeting). (attached) 16- Voting on amending Article (27) of the company’s bylaws, related to (voting in assemblies). (attached) 17- Voting on amending Article (28) of the company’s bylaws, related to (association decisions). (attached) 18- Voting on amending Article (33) of the company’s bylaws, related to (composing reserves). (attached) 19- Voting on amending Article (34) of the company’s bylaws, related to (entitlement to dividends). (attached) 20- Voting on amending Article (36) of the company’s bylaws, related to (final provisions). (attached) 21- Voting on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the year 2023-2024. In the event of approval to amend Article (33). (attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders registered in Tadawulati services will be able to vote - remotely - on the assembly’s items through the (electronic voting) service, starting at one o’clock in the morning on Friday 06/21/2024 AD, until the end of the assembly’s meeting time. Registration and voting in Tadawulati services will be available and free to all. Contributors using the following link: www.tadawulaty.com.sa The shareholder also has the right to discuss topics on the assembly’s agenda and ask questions. |
| Details of the electronic voting on the Assembly’s agenda | he right to register attendance at the association meeting ends at the time of the association meeting. The right of attendees to vote on the assembly’s items ends when the screening committee finishes counting the votes. |
| Method of Communication in Case of Any Enquiries | If you have any inquiries, please contact our Investors Department - Phone number: 0114732595 - Email: customerservicecont@pangulfmarketing.com |
| 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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