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Abdulmohsen Alhokair Group for Tourism and Development Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Decrease ( First Meeting )

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Introduction The Board of Directors of Abdul Mohsen Al Hokair Group for Tourism and Development is pleased to invite its shareholders to the extraordinary general assembly meeting that includes reducing the company’s capital (the first and second meeting an hour after the first), which is scheduled to be held, God willing, at 18:30 pm on Thursday on 10/03/1444 AH corresponding to 6/10/ 2022 AD through modern technology using the Tadawulaty system.
City and Location of the Extraordinary General Assembly's Meeting The company's headquarters - Riyadh - via modern technology
URL for the Meeting Location www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting 2022-10-06 Corresponding to 1444-03-10
Time of the Extraordinary General Assembly's Meeting 18:30
Attendance Eligibility ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations
Quorum for Convening the General Assembly's Meeting According to Article 35 of the company’s articles of association, the extraordinary general assembly meeting is valid if it is attended by shareholders representing at least half of the capital. If the necessary quorum for holding this meeting is not available, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by a number of shareholders representing at least a quarter of the capital
Meeting Agenda 1-Vote for the Board of Directors’ recommendation to reduce the company’s capital according to the following:

Capital before reduction: 650,000,000 Saudi riyals

Capital after reduction: 315,000,000 Saudi riyals

-Capital reduction percentage: 51.54%

Number of shares before dilution: 65,000,000 shares

Number of shares after reduction: 31,500,000 shares

-Capital reduction method: Cancellation of 33,500,000 shares of the company’s shares, to extinguish 98.93% of the accumulated losses amounting to 338,631,000 Saudi riyals as on June 30, 2022 AD, whereby (67) shares will be canceled for every (130) shares of the issuing company’s shares.

-Reason for capital reduction: Restructuring the company’s capital to amortize (98.93%) of the accumulated losses as on June 30, 2022

-Date of reduction: If the item is approved, the reduction decision will be effective on the company’s shareholders who own shares on the day of the extraordinary general assembly who are registered in the company’s shareholders’ register with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the date of the extraordinary general assembly. Ordinary in which it was decided to reduce the capital

- Amending Article 7 of the Articles of Association relating to capital (attached)

- Amending Article 8 of the Articles of Association related to subscription for shares.(attached)

Proxy Form
E-Vote Shareholders registered in the Tadawulaty services can vote remotely on the assembly’s items starting from 1:00 am on Sunday, 2/10/2022 AD corresponding to 6/03/1444 AH until the end of the time of the assembly, and registration and voting in the Tadawulaty service will be available and free for all shareholders Using the following link:

www.tadawulaty.com.sa

Eligibility for Attendance Registration and Voting Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes
Method of Communication Phone: 0114134444

by email: IR@ALHOKAIR.COM

Additional Information We refer to Article (150) of the Companies Law which states that:

1- If the losses of a joint-stock company amount to half of the paid-up capital, at any time during the fiscal year, the company official or the auditor must immediately inform the Chairman of the Board of Directors, and the Chairman of the Board of Directors must inform the members of the Board The Board of Directors shall, within fifteen days of becoming aware of this, invite the extraordinary general assembly to meet within forty five days from the date of their knowledge of the losses to decide whether to increase or decrease the company’s capital - in accordance with the provisions of the Law - to the extent that the percentage of losses decreases to less than half of the paid-up capital, or the company is dissolved before the term specified in its articles of association.

2- The company is considered dissolved by force of law if the extraordinary general assembly did not meet within the period specified in paragraph (1) of this article, or if it met and was unable to issue a decision in the matter, or if it decided to increase the capital in accordance with the conditions prescribed in this article and the subscription was not completed In each capital increase within ninety days from the issuance of the Assembly’s decision to increase it.

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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