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AYYAN Investment Co. Proxy Solicitation & Information Statement 2021
53303_rns_2021-09-08_d86d281c-c7ae-4181-87c8-bb7d494f0dd9.html
Proxy Solicitation & Information Statement
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AYYAN Investment Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting ) via Means of Modern Technology
2140 · 08/09/2021 15:49:28 · Announcement #64844 · View on Saudi Exchange
AYYAN Investment Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting ) via Means of Modern Technology
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Ayaan Investment Company is pleased to invite the valued shareholders to participate and vote in the Extraordinary General Assembly Meeting (the first meeting), which is scheduled to be held, God willing, on Wednesday, 7 Rabi’ Al-Awwal 1443 AH corresponding to October 13, 2021 AD, at 6:30 pm, by means of Modern Technology using our Trading System. This comes as part of the support of the preventive and precautionary efforts and measures by the competent and relevant health authorities to address the COVID-19 pandemic and as an extension of the continuous efforts made by all Government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread |
| City and Location of the Extraordinary General Assembly's Meeting | The Company’s Headquarter in Al-Khobar - through means of modern technology |
| URL for the Meeting Location | https://www.tadawulaty.com.sa |
| Date of the Extraordinary General Assembly's Meeting | 2021-10-13 Corresponding to 1443-03-07 |
| 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 (32) of the company’s articles of association, it is required for the validity of the extraordinary general assembly to be attended by a number of shareholders representing 50% of the capital. The decision to hold the first meeting, and the second meeting is valid if attended by a number of shareholders representing 25% of the capital. |
| Meeting Agenda | 1. Vote on the Board of Directors’ recommendation to increase the Company’s Capital by an amount of SAR. 69,042,590/-, according to the following: |
- The total amount of the increase is SAR. 69,042,590.
The capital before the increase is SAR. 737,320,690.
The capital after the increase is SAR. 806,363,280.
The number of shares before the capital increase is 73,732,069 shares
The number of shares after the capital increase is 80,636,328 shares.
The Capital Increase Rate is 9.4%.
- Reason for the Capital Increase: for the purpose of acquiring all the shares of Al-Othman Holding Company, Saad Abdulaziz Al-Hussein & Sons Company, Ibrahim Abdullah Al-Afaleq & Sons Company and Rashid Saad Al-Rashed (together referred to as “Al-Ahsa Seller Shareholders”) in the capital of Al-Ahsa Medical Services Company (a subsidiary) ("Al-Ahsa Company"), amounting to Three million, nine hundred and sixty-four thousand eight hundred and fifty (3,964,850) Ordinary Shares, representing (26.43%) of the capital of Al-Ahsa Company.
- Method of Capital Increase: by issuing 6,904,259 new shares in favor of all shareholders of Al-Ahsa selling company in return for acquiring (26.43%) of the capital of Al-Ahsa Company.
-Effective Date of the Capital Increase: The decision to increase the capital will be effective at the end of the trading day of the Extraordinary General Assembly.
-Noting that the Board Member, Mr. Ahmed bin Abdullah Al-Khayyal, is considered a related party, and it is worth noting that the votes of the related parties will not be counted during voting on the decisions of the acquisition deal in the extraordinary general assembly regarding the capital increase.
2. Vote on the Amendment of Article Seven of the Company's Articles of Association related to the Capital. (attached) Proxy Form 
E-Vote The valued shareholders registered in the Tadawulaty services will be able to vote remotely on the items of the assembly’s meeting schedule, which will start from (10:00) in the morning on Sunday, 4th Rabi AlAwwal, 1443 AH corresponding to October 10, 2021 AD until the end of the assembly, and the registration and voting will be in my trading services. It is available free of charge to all shareholders via the following link (https://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 In the event of any inquiries or questions regarding the meeting schedule, we hope to contact the Shareholder Relations Department via phone 0138822130 or fax number 0138822140 or via e-mail [email protected]. Shareholders will be able to direct their questions through these means during the assembly, starting at half past six. evening. 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.