Arabian Pipes Co. — Proxy Solicitation & Information Statement 2022

Feb 10, 2022

Arabian Pipes Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Reduction (First Meeting) The meeting will be held by means of modern technology

2200 · 10/02/2022 15:48:55 · Announcement #66654 · View on Saudi Exchange

Arabian Pipes Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Reduction (First Meeting) The meeting will be held by means of modern technology

Element List	Explanation
Introduction	The Board of Directors of Arabian Pipes Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting and Second Meeting after an hour) scheduled to be held, God Almighty wills, At exactly 06:30 pm on Monday 13/07/1443 corresponding to 14/02/2022 in the company’s office in the Sulaymaniyah . The meeting will be held by means of modern technology using Tadawulaty System Website: www.tadawulaty.com.sa to ensure the safety of shareholders and within the efforts of supporting the preventive and precautionary measures of the relevant health authorities to address the new Corona Virus (COVID-19) and as an extension of the continuous efforts exerted by all governmental authorities in the Kingdom of Saudi Arabia in taking the necessary measures to prevent its spread.
City and Location of the Extraordinary General Assembly's Meeting	Riyadh the company’s office in the Sulaymaniyah
URL for the Meeting Location	www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2022-02-14 Corresponding to 1443-07-13
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	Pursuant to Article (32) of the Company’s Bylaw, the Frist convention of the Extraordinary General Assembly shall be valid if attended by Shareholders representing at least half of the capital, and if the quorum is incomplete to hold this meeting, a second meeting will be held an hour after the end of the period designated for the first meeting, provided that the invitation for calling the first meeting must include within the announcement the possibility of holding such meeting. Whilst under all situations the second meeting will be valid if attended by Shareholders representing at least a quarter of the capital. If the quorum is incomplete in the second meeting, shall call for a third meeting, and the third meeting will be valid no matter how many shares are represented after the approval of the relevant official Authorities.
Meeting Agenda	1. To vote on the Board’ recommendation regarding decrease of the Company’s capital, as the following:

a) Company’s capital before the decrease: (400,000,000) Saudi Riyal.

b) Company’s capital after the decrease: (100,000,000) Saudi Riyal.

c) Number of Shares before the decrease: (40,000,000) shares.

d) Number of Shares after the decrease: (10,000,000) shares.

e) The percentage of the capital decrease: 75 % of the Company’s capital.

f) Reasons for capital decrease: Restructuring of the capital in order to write-off (92.85%) of the accumulated losses as of 30 June 2021, an amount of (323,118,000) Saudi riyals.

g) Method of Capital decrease:

h) Amortizing (92.85%) of the total accumulated losses, an amount of (300,000,000) Saudi riyals.

i) Cancellation a number of (30,000,000) shares of the company's shares. “3” shares will be written off for every”4” shares.

j) Date of decrease: If it is approved the decrease 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 records with the Securities Depository Center Company (Edaa Center) at the end of the second trading day following the date of the extraordinary general assembly that was decided in which the capital is decrease..

k) Impact of Capital decrease on Company’s obligations: Capital decrease will not impact the Company financial obligations

l) To amend Article No. (7) of the Company’s Bylaw on Company’s capital (Attached).

m) To amend Article No. (8) of the Company’s Bylaw on shares subscription (Attached).

2. To vote Article Three (3) of the company’s Bylaw’s related to Company purposes (attached).

3. To vote Article Three (46) of the company’s Bylaw’s related to Liability lawsuit (attached). Proxy Form E-Vote Distinguished shareholders can vote remotely on the assembly’s agenda, through the electronic voting service, by visiting my trading website www.tadawulaty.com.sa. The registration in Tadawulaty service and voting is provided free of charge for all shareholders. The remote voting will start on begins on Friday 10/07/1443, corresponding to 11/02/2022 at 10:00 AM and the voting ends at the end of the time of the assembly. 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 In the event of any inquiries, we hope to contact the Shareholder Relations Department during official working hours:

Tel: 2650123 11 966+

Email: info@arabian-pipes.com Attached Documents        

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