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The Savola Group invites its shareholders to attend the Extraordinary General Assembly Meeting (No.36) which includes Company Capital reduction via modern technology means (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Savola Group (“Savola” or “Company”) Board is pleased to invite its esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting ("EGM") (No. 36(, which includes the Company’s capital reduction and the in-kind distribution of Savola’s entire stake in Almarai Company to Savola’s eligible shareholders (first meeting) that will be held remotely via modern technology means at 18:30 PM on Thursday, 12/12/2024G corresponding to 11/06/1446H (as per Um Al-Qura Calendar). |
| City and Location of the Extraordinary General Assembly's Meeting | Savola’s Headquarter in Jeddah, Al-Shati District – Savola Tower, and through the electronic voting service (Tadawulaty) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-12-12 Corresponding to 1446-06-11 |
| Time of the General Assembly’s Meeting | 18:30 |
| 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 shareholder has the right to delegate whomever other than the board of directors. 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 | In order for this assembly to be valid, a number of shareholders representing 50% of the Company’s share capital must be present, according to the provision of Article (30) of the Company's bylaws, in the event that this quorum is not available at the first meeting, a second meeting will be held an hour after the end of the period specified for the first meeting. The second meeting will be valid if attended by number of shareholders representing 25% of the Company’s share capital as per the Company’s bylaws. |
| Meeting Agenda | 1- Vote on the Board of Directors’ recommendation to reduce the Company's capital and compensate the Company's eligible shareholders for the Capital Reduction as follows: - Reasons for the Capital Reduction: The reduction of share capital is due to it being in excess of the Company’s needs and to facilitate the distribution-in-kind of Savola’s entire stake in Almarai Company to the eligible Savola’s shareholders and optimize the Company’s capital structure. This adjustment will involve canceling shares followed by shareholders compensation to eligible Shareholders with a number of Almarai shares having fair value equivalent to the par value of the Company’s canceled shares after adjusting for fractional shares, if any. After the reduction, the remaining capital will be sufficient to meet the Company’s operational requirements. - Method of Capital Reduction: Through cancelling (833,980,684) ordinary shares which is approximately 73.54% of the Company's share capital and a reduction ratio of approximately 0.7354 shares for each 1 share against the distribution of a number of Almarai shares (the Company’s assets), to Savola’s eligible shareholders, having fair value equivalent to the par value of the Company’s canceled shares after adjusting for fractional shares, if any. The number of Almarai shares is contingent on the market value of Almarai’s shares on Tadawul on the actual date of eligibility for distribution. - Capital before Reduction: SAR 11,339,806,840 - Capital after Reduction: SAR 3,000,000,000 - Percentage of capital Reduction: 73.54% - Effective date: If the item is approved, the resolution of the reduction will be effective on the eligible shareholders of the company holding shares on the day of the EGM and who are registered in the company’s shareholders’ register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the EGM in which the capital reduction was approved. - The total number of shares before the Capital Reduction 1,133,980,684 ordinary shares. - The total number after the Capital Reduction: 300,000,000 ordinary shares. - Savola shall compensate the Company's eligible shareholders for the Capital Reduction, by paying SAR 8,339,806,840 in the form of Almarai shares (the "Capital Reduction Compensation"). - The number of Almarai shares corresponding to this value depends on Almarai share price as on the actual date of eligibility for distribution. - Amendment of Article (7) of the Company's bylaws regarding the Company’s share capital. (as per the attachment). - Amendment of Article (8) of the Company's bylaws regarding (Subscribing to Shares). (as per the attachment). (Attached is the Shareholders' Circular which includes the independent limited assurance report issued by the company’s external Auditors). 2- Vote on the Board of Directors’ recommendation to approve the proposed distribution of its entire stake in Almarai Company (“Almarai”) to Savola’s eligible Shareholders as an in-kind distribution, which consists of (345,218,236) ordinary shares representing 34.52% of the share capital of Almarai, which constitutes a significant transaction subject to the approval of the Company's shareholders in accordance with Article 121 of the Rules on the Offer of Securities and Continuing Obligations (the "Significant Transaction"), will be as follows: - The distribution will be executed by distributing SAR 8,339,806,840 worth of Almarai shares (number of shares would be determined on the actual date of eligibility for distribution) as compensation resulting from the process of Savola's Capital Reduction; and distributing remaining Almarai shares held by Savola through retained earnings as dividends in-kind. - The distribution will be conducted on a pro-rata basis, by reference to the percentage of shareholding in Savola held by each Shareholder. This percentage will be calculated by dividing the number of Almarai shares owned by Savola, amounting to 345,218,236 ordinary shares, by the total number of Savola shares amounting to 1,133,980,684 ordinary shares. Accordingly, 0.3044 shares in Almarai will be distributed for each Savola shares. - The eligibility to the distribution is for Shareholders holding shares in Savola by the end of the trading day of the EGM. - The Compensation (i.e., Almarai shares) for Eligible Shareholders resulting from the cancellation of shares and the Significant Transaction, will be deposited within (7) working days from the date of the EGM. (Attached is the Shareholders' Circular for the Significant Transaction which includes the Financial Advisor letter and the Specialized Committee letter in light of the provisions of article (122) of the Rules on the Offer of Securities and Continuing Obligations). |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss the agenda items of the General Assembly meeting and raise relevant questions to the Board members, noting that the voting is available for free for all Shareholders via: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | The shareholders, who are registered in the Tadawulaty electronic trading services, can electronically vote on the items of the General Assembly Meeting Starting from 1:00AM on Sunday 08/12/2024G corresponding to 07/06/1446H (as per Um Al-Qura Calendar) until the end of the EGM. The registration and voting are free of charge and will be available through the electronic voting service following link: (https://www.tadawulaty.com.sa) |
| Method of Communication in Case of Any Enquiries | For more information, please contact us through the following: Direct phone No.: 012- 2687797 or Fax No.: 012-2687890 Savola Group 2444 Taha Kusaifan-Ashati District Unit No. 15 , Jeddah 23511-7333 Or through the following email: CGNour@savola.com |
| Additional Information | In this regard, the Company has attached the documents pertaining to the agenda items (where applicable) accompanying this announcement for your kind review and access. |
| 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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