Arabian Centres Co. — Proxy Solicitation & Information Statement 2019

Oct 6, 2019

Arabian Centres Company Board of Directors is pleased to invite its shareholders to attend the Extraordinary General Meeting (EGM)

4321 · 06/10/2019 15:37:25 · Announcement #56289 · View on Saudi Exchange

Arabian Centres Company Board of Directors is pleased to invite its shareholders to attend the Extraordinary General Meeting (EGM)

Element List	Explanation
Introduction	Arabian Centres Company Board of Directors is pleased to invite its shareholders to attend the Extraordinary General Meeting (EGM)
City and Location of the General Assembly's Meeting	Aloft hotel, Riyadh
URL for the Meeting Location	https://goo.gl/maps/rdbjVCTVgc62
Date of the General Assembly's Meeting	2019-10-27 Corresponding to 1441-02-28
Time of the General Assembly's Meeting	19:30
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
Quorum for Convening the General Assembly's Meeting	According to article (34) of the company’s bylaw, the EGM shall be valid if attended by shareholders representing at least Half of the company’s share capital. If this required quorum is not reached, a second meeting shall be held one hour after the date of the first meeting. The second meeting shall be valid if attended by shareholders representing at least 25% of the company’s share capital.
General Assembly Meeting Agenda	1) Voting on the issuance by the Company of Shar’iah Compliant Sukuk (which may be issued either domestically and/or internationally and in any currency) in accordance with its long term policy to move the Company to more flexible, unsecured public markets financing, and granting the Board of Directors of the Company general and unconditional authority to take all necessary procedures, either directly or by way of delegation, to adopt any resolution, take any action and negotiate, and enter into any agreement, deed or other document as may be necessary to implement this transaction, and to decide the number and value of any sukuk to be offered based on market conditions and the Company’s financial, without reverting to the General Assembly of shareholders.
Proxy Form
E-Vote	Shareholders registered in the Tadawulaty Voting Services will be able to vote on the company's agenda starting at 10:00 on Wednesday, 23-10-2019 and until 16:00 on the day of the GM. Registration and voting through Tadawulaty is available for free to 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	Investor Relations Department

Arabian Centers Company

P.O. Box: 341904 Riyadh, 12394

Tel: +966-11-8252080

Fax: +966-11-8252323

Email: IR@arabiancentres.com Additional Information Shareholders have the right to delegate another person to attend by virtue of a written proxy, provided that he is not a member of the Board of Directors or an employee of the Company, and shall be certified by:

• Chambers of Commerce and Industry when the shareholder is affiliated with one of them or if the shareholder is a company or legal entity.

• One of the licensed banks or authorized persons in the Kingdom, provided that the shareholder has an account with the bank or the authorized person who is ratifying.

• Notaries or persons authorized to notarize.

Shareholder or their proxy shall provide a copy of the power of attorney at least two days prior to the date of the AGM and send to the address shown above, the proxy needs to present the original of the power of attorney at the before the AGM. All shareholders and proxies must bring their national identity.

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.