Fitaihi Holding Group — Proxy Solicitation & Information Statement 2012

Mar 19, 2012

FITAIHI GROUP INVITES ITS SHARHOLDERS TO ATTEND THE 4TH POSTPONED EXTRA-ORDINARY ASSEMBLY GENERAL MEETING TO INCREASE THE COMPANY'S CAPITAL BY GRANTING BONUS SHARES

4180 · 19/03/2012 16:15:54 · Announcement #24695 · View on Saudi Exchange

FITAIHI GROUP INVITES ITS SHARHOLDERS TO ATTEND THE 4TH POSTPONED EXTRA-ORDINARY ASSEMBLY GENERAL MEETING TO INCREASE THE COMPANY'S CAPITAL BY GRANTING BONUS SHARES

Fitaihi Group invites its shareholders to attend the 4th postponed extra-ordinary general meeting on Wednesday 04/04/2012, at 9 p.m., at the Auditorium Hall of the IMC in Jeddah, to discuss the following agenda:

1)-Approval on the board of directors' annual report for the fiscal year ended December 31, 2011.

2)- Approval on the consolidated financial statements and auditor's report for the fiscal year ended December 31, 2011.

3)- Discharge of the Board of directors from their responsibility regarding their activities undertaken through the fiscal year 2011.

4)- Approval on the Board of Directors' recommendation to increase the capital of the company from SAR 500 Million (50 Million Shares) to SAR 550 Million (55 Million Shares) (an increase of 10%) by granting one bonus share for every 10 shares owned. This increase will be financed by transferring SAR 50 Million from the Reserves as of 31/12/2011 (SR. 35,731,510 from General Reserve item, and SR. 14,268,490 from premium surplus item), to the item of the capital of the company, bringing the current number of shares of 50 million to 55 million shares. The bonus shares will be awarded to the shareholders registered in the company books at Tadawul by the end of the trading date of the 4th EGM. Fractions of shares will be collected in a portfolio and will be sold at the stock market. The average selling value per share will be distributed on the eligible shareholders, each according to his share fraction. This procedure must be completed within a period not exceeding 30 days from the distribution date of the full shares, and accordingly, clause No. 7 of the company's by-laws will be amended.

5)- Amendment of clause No. 7 of the company's by-laws, to be as follows: "The capital of the company is SR. 550,000,000 divided into 55,000,000 shares. The nominal value of each share is SR. 10. All are common shares."

6)- Approval on the Corporate Governance Guide of Fitaihi Holding Group. (The Guide can be downloaded from the website of the company. www.fitaihi.net)

7)- Approval on the cumulative voting method for electing the Board Members for the next terms, and consequently the amendment of clause No. (34) of the company's by-laws, to be as follows :

"Voting at the Assembly General Meetings will be considered as one share for each vote owned. However, cumulative voting will be adopted at the election of new board members." (Continue)

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