Development Works Food Co. — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

Development Works Food Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

6013 · 26/08/2021 15:59:29 · Announcement #64733 · View on Saudi Exchange

Development Works Food Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

Element List	Explanation
Introduction	The Board of Directors of Development Works Food Co (a Saudi joint stock company) is pleased to invite its shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting) by means of modern technology, in order to ensure the safety of dealers in the financial market and within the support of preventive and precautionary efforts and measures by health authorities The competent and relevant authorities to address the new Corona virus (COVID 19), 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 head office is located in Riyadh
URL for the Meeting Location	www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2021-09-16 Corresponding to 1443-02-09
Time of the Extraordinary General Assembly's Meeting	20:30
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	The (extraordinary) general assembly meeting is valid if attended by shareholders representing at least half of the capital. If the necessary quorum is not available to hold this meeting, the second meeting shall be held an hour after the end of the period specified for convening the first meeting, and the second meeting shall be valid if attended by shareholders representing at least a quarter of the capital.
Meeting Agenda	1- Vote on the amendment of Article (16) of the company's articles of association related to the company's management. (attached(

2- Vote on the amendment of Article (23) of the company's articles of association related to the quorum of the board meeting. (attached(

3- Vote on the amendment of Article (33) of the company's articles of association related to the quorum of the ordinary general assembly meeting. (attached(

4- Vote on the amendment of Article (47) of the company's articles of association related to the distribution of profits. (attached(

5- Vote to elect members of the board of directors from among the candidates for the next session, which begins on 10/30/2021 and has a duration of three years and ends on 10/29/2024 (Attached are the CVs of the candidates(.

6- Vote on the formation of the Audit Committee, determining its tasks, work controls, and remuneration for its members for the new term, starting from 10/30/2021AD until the end of the session on 10/29/2024AD, to include the following members (CVs of candidates are attached(

1. Musa Abdullah Al-Fawzan 2. Hassan Omar Ba Khamis 3. Muhammad Abdullah Al-Mubarak

7- Vote on the Board of Directors’ recommendation to increase the company’s capital by granting free shares to the company’s shareholders according to the following: -

A- The total amount of the increase: 5,000,000 riyals. (Five million Saudi riyals).

B- The capital before the increase is 25,000,000 (twenty-five million Saudi riyals), and the capital after the increase becomes 30,000,000 (thirty million Saudi riyals), i.e. an increase of 20%.

C- Number of shares before the capital increase: 2,500,000 shares, and the number of shares after the increase becomes 3,000,000 shares.

D- This recommendation aims to increase the capital to support and strengthen the company's future activities.

E- The rate of increase: one share for every five shares.

F- The increase will take place by capitalizing an amount of (1,923,872) riyals from the statutory reserve and an amount of (3,076,128) riyals from retained earnings.

G- In the event of approval of the item, the date of eligibility of the bonus shares for the shareholders of the company who own the shares will be on the day of the extraordinary general assembly who are registered in the company’s shareholders register with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the due date. (attached)

H- In the event of fractional shares, they will be collected in one portfolio for all shareholders, and sold at the market price, then their value will be distributed to the shareholders entitled to the grant, each according to his share, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. (attached)

I- Amending Article No. (7) of the company's bylaws related to the capital. (attached)

j- Amending Article No. (8) of the company's articles of association related to subscribing to shares. (attached) Proxy Form E-Vote Noting that the registered shareholders in the Tadawulaty services will be able to vote remotely on the items of the assembly, starting from six o'clock in the evening of Monday 06/02/1443 AH corresponding to 09/13/2021 AD until the end of the time of the assembly, and registration and voting in the Tadawulati services will be available and free for all shareholders using the link Next (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 case of any inquiries, we hope to contact the Shareholders Relations Department.

Email: dwf.com.sa@board

Mobile: 0554875792 Attached Documents              

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