AFG International Co. — Proxy Solicitation & Information Statement 2022

Jun 8, 2022

Fawaz Abdulaziz Alhokair Co. Invites its Shareholders to attend the Extraordinary General Assembly Meeting including capital decrease (First Meeting) by means of modern technology

4240 · 08/06/2022 15:55:57 · Announcement #68739 · View on Saudi Exchange

Fawaz Abdulaziz Alhokair Co. Invites its Shareholders to attend the Extraordinary General Assembly Meeting including capital decrease (First Meeting) by means of modern technology

Element List	Explanation
Introduction	The Board of Directors of Fawaz Abdulaziz Alhokair Co. is pleased to invite its valued shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held at 8:30 pm on Wednesday 30/11/1443H corresponding to 29/6/2022G through modern technical means using the Tadawulaty system.
City and Location of the Extraordinary General Assembly's Meeting	By means of modern technology from the Company's main headquarters in Riyadh - Prince Turki Abdul Aziz I Road - U Walk Complex (University Avenue) via Tadawulaty system only
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2022-06-29 Corresponding to 1443-11-30
Time of the Extraordinary General Assembly's Meeting	20:30
Attendance Eligibility	Shareholders registered on the Company’s Shareholder Registry in the Depository Centre at the end of the trading session preceding the General Assembly meeting has the right to attend the Extraordinary General Assembly as per the Laws and Regulations.
Quorum for Convening the General Assembly's Meeting	The Extraordinary General Assembly meeting is valid if attended by shareholders representing at least half of the Company’s capital.
Meeting Agenda	1. Vote on the Board’s recommendation to reduce the Company’s capital as follows:

- The Company’s capital before the reduction: 2,100,000,000 SAR

- The Company’s capital after the reduction: 1,147,664,480 SAR

- Number of shares before reduction: 210,000,000 shares

- Number of shares after reduction: 114,766,448 shares

- Reduction rate: 45.3% of the Company’s capital

- The reason for the capital reduction: to restructure the capital and extinguish 100.0% of accumulated losses as of December 31, 2021, with a value of 952,335,520 SAR

- Capital reduction method: cancellation of 95,233,552 shares of the Company’s shares, i.e. cancellation of 1 share for every 2.205 shares

- Reduction date: At the end of the second trading day following the date of the Extraordinary General Assembly in which it was decided to reduce capital

- Impact of capital reduction on the Company’s obligations: there is no impact of reducing the Company’s capital on its financial obligations

- Vote on the amendment of article (7) of the Company's Bylaws, relating to the Company's Capital (attached)

2. Vote on the amendment of article (3) of the Company’s Bylaws, relating to the Company’s Purposes (attached).

3. Vote on the amendment of article (8) of the Company's Bylaws, relating to the Subscription in Shares (attached)

4. Vote on the amendment of article (29) of the Company's Bylaws, relating to the General Assemblies Invitation.

5. Vote on the amendment of article (40) of the Company's Bylaws, relating to the Committee’s Reports

6. Vote on the amendment of article (44) of the Company's Bylaws, relating to the Financial Documents. Proxy Form E-Vote Shareholders registered on Tadawulaty will be able to vote electronically on the Assembly’s agenda items starting from 10:00 AM on Sunday 27/11/1443H corresponding to 26/06/2022G and until the end of the Assembly’s meeting time on Wednesday 30/11/1443H corresponding to29/06/2022G.

Registration and voting for Tadawulaty services will be free and available to all shareholders via the following link: tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for registering to attend the Extraordinary General Assembly meeting ends upon the commencement of the meeting.

Eligibility for voting on meeting agenda ends upon the conclusion of vote count by the Counting Committee. Method of Communication If you have any inquiries, please contact us through the following channels:

Phone: 0114350000

Email: investors.relations@fahretail.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.