Al-Jouf Agricultural Development Co. — Proxy Solicitation & Information Statement 2023

Nov 28, 2023

Al-Jouf Agricultural Development Co. announces to Invites its Shareholders to Attend the ( Third Meeting ) Extraordinary General Assembly Meeting

6070 · 28/11/2023 08:36:38 · Announcement #77118 · View on Saudi Exchange

Al-Jouf Agricultural Development Co. announces to Invites its Shareholders to Attend the ( Third Meeting ) Extraordinary General Assembly Meeting

Element List	Explanation
Introduction	The Board of Directors of Al-Jouf Agricultural Development Company is pleased to invite shareholders to participate and vote in the 11st extraordinary General Assembly Meeting (the third meeting) scheduled to be held at 18:30 p.m. on Tuesday 06-06-1445 Corresponding 19-12-2023 through modern technology using the tadawulaty system.
City and Location of the General Assembly's Meeting	using modern technology (remotely) from the company's headquarters in Skaka- Al-Jouf
URL for the Meeting Location	http://tadawulaty.com.sa
Date of the General Assembly's Meeting	2023-12-19 Corresponding to 1445-06-06
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations, shareholders have the right to discuss the topics on the assembly’s agenda and direct their questions.
Quorum for Convening the General Assembly's Meeting	In accordance with Article (34) of the Company's Articles of Association, the third meeting will be valid regardless of the number of shares represented in it.
General Assembly Meeting Agenda	1- Voting on the amendment on the company’s bylaws in accordance with the new companies’ bylaws and rearranging the articles of the bylaws and numbering them to be compatible with the proposed amendments (attached)

2- Voting on the amendment on Article (3) of the company’s bylaws, related to the purposes of the company. (attached)

3- Voting on the amendment on the Audit committee Policy. (attached)

4- Voting on the amendment on the Nomination and Remuneration Committee policy. (attached)

5- Vote on the split of the nominal value of the share according to the following:

- The nominal value of the share before amendment is :(10) Saudi riyals.

- Nominal value of the share after amendment :(1) Saudi Riyals.

- Number of shares before amendment: 30,000,000 shares.

- Number of shares after amendment: 300,000,000 shares.

- There is no change in capital before and after the stock split.

- Effective Date: In the event of approval of the item, the split resolution will be effective on all the shareholders of the company who own the shares on the day of the extraordinary general assembly and who are registered in the company's shareholders register at the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the extraordinary general assembly in which the shares were split.

- The effect of the resolution on the share price will be applied starting from the working day following the convening of the assembly, provided that the number of shares in the shareholders' portfolios will be applied at the end of the second trading day following the date of the extraordinary general assembly in which the split of shares was decided.

- Amending Article (7) of the Articles of Association related to (the company's capital). (attached)

- Amending Article (8) of the Articles of Association related to (Subscription in Shares). (attached) Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) Shareholders registered in Tadawulaty services will be able to vote remotely on the assembly's items, starting at 1:00 am on Friday 02-06-1445H corresponding to 15-12-2023G. and until the end of the Extraordinary General assembly time. Registration and voting via Tadawulaty services will be available and free of charge for all shareholders using the following link. https://www.tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly's Meeting Ends upon the Convenience of the General Assembly's Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes Method of Communication For inquiries, please call 0536670363 and you can forward your inquiries by emailing ramy@aljouf.com.sa 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.