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ActionsJABAL OMAR DEVELOPMENT COMPANY'S INVITES ITS SHAREHOLDERS TO ATTEND THE EXTRAORDINARY GENERAL ASSEMBLY MEETING, WHICH INCLUDES THE INCREASE OF ITS SHARE CAPITA (FIRST MEETING)
Element List | Explanation |
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Introduction | The board of directors of Jabal Omar Development Company is pleased to invite the shareholders to attend the Extraordinary General Assembly Meeting (First Meeting) which is scheduled for 6:30 PM on Monday, 2-5-1446 corresponding to 4-11-2024 remotely through contemporary technology using Tadawulaty. |
City and Location of the Extraordinary General Assembly's Meeting | Makkah - the company's headquarters- by Means of Modern Technology |
Hyperlink of the Meeting Location | Click Here |
Date of the General Assembly's Meeting | 2024-11-04 Corresponding to 1446-05-02 |
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 | The EGM shall be valid only if attended by shareholders representing at least half of the Company’s share capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by a number of shareholders representing at least one quarter of the Company’s share capital. |
Meeting Agenda | 1- Vote on the board of directors recommendation to increase the Company’s share capital for the purpose of converting the debt owned by the Company towards Central District Cooling Company (“CDCC”) ("First Creditor") and Makkah Construction and Development Company (“MCDC”) ("Second Creditor") (collectively referred to as the “Creditors”), amounting in total to five hundred and forty-seven million, four hundred and ninety-eight thousand, two hundred and nine Saudi riyals (SAR 547,498,209), by issuing new shares to the Creditors (where the share issuance price will be determined based on the closing price of the trading day preceding the date of the EGM relating to the Transaction, as stated in the terms and conditions of the Settlement Agreements), with the aim to reduce financing burdens, improve the Company’s liquidity ratios and credit status, and increase its ability to achieve its growth goals, as is further detailed in the shareholders’ circular (the "Transaction"), as well as to vote on other matters related to the Transaction, as per the following: a. the terms of the Transaction Agreement with the First Creditor; b. the terms of the Transaction Agreement with the Second Creditor; c. the amend Article No. (6) of the Company’s bylaw on Company’s capital (Attached). d. the amend Article No. (7) of the Company’s bylaw on Subscription to shares (Attached). e. the authorization of the current board of directors of the Company, or any person so 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. f. the business and contracts concluded between the Company and the Makkah Construction and Development Company in which the member of the Board of Director Mr. Abdulaziz Saud Altubayyeb has an indirect interest, the nature of the transaction is converting the debts owed to Makkah Company by issuing new shares in the company by increasing the company’s capital, note that there are no preferential conditions (attached). 2- Vote on amending Board members and its Committees remuneration policy (attached). 3- Vote on the corporate social responsibility policy (attached). |
Proxy Form | |
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members, noting that the voting is available free of charge for all Shareholders via: http://tadawulaty.com.sa |
Details of the electronic voting on the Assembly’s agenda | The shareholders who are registered on the website of (Tadawulaty) electronic trading services can remotely vote on the items of the meeting through electronic voting service. The remote voting will start at 1 am on Thursday, 28-4-1446 corresponding to 31-10-2024 and shall continue until the EGM is held. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa). |
Method of Communication in Case of Any Enquiries | For any inquiries, please call 0125106100 Ex: 3201 Email: share-holder@jodc.com.sa |
Additional Information | For further information about the Transaction and its terms and conditions as well as other matters related to it including the relevant risks and stages and procedures for completion of the Transaction, please refer to the Shareholders’ Circular (“Circular”) which shall be published separately. The board of directors emphasizes the importance for all shareholders to read the Circular in full and to consider it carefully prior to making a decision on the meeting agenda item set out above. |
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.