Makkah Construction and Development Co. — Proxy Solicitation & Information Statement 2024

Dec 24, 2024

Makkah Construction and Development Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

4100 · 24/12/2024 15:42:13 · Announcement #84329 · View on Saudi Exchange

Makkah Construction and Development Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

Element List	Explanation
Introduction	The Board of Directors of Makkah Construction and Development Company is pleased to invite the honorable shareholders to participate and vote in the tenth extraordinary general assembly meeting, which includes increasing the capital (the first and second meeting after an hour), scheduled to be held, God willing, on Wednesday 15/07/1446 AH corresponding to 15/01/2025 AD at (6:30) pm via modern technology means "remotely" using the Tadawulaty system
City and Location of the General Assembly's Meeting	Company headquarters - Makkah Al-Mukarramah - via modern technology.
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2025-01-15 Corresponding to 1446-07-15
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	According to Article (31) of the company’s articles of association, the legal quorum for holding an extraordinary general assembly meeting is valid if attended by shareholders representing at least half of the capital. If the quorum required to hold this meeting is not available, the second meeting will be held one hour after the end of the period specified for holding the first meeting, and the second meeting will be valid if attended by shareholders representing at least a quarter of the capital.
General Assembly Meeting Agenda	1) Voting on the Board of Directors’ recommendation to increase the company’s capital by granting free shares to the company’s shareholders from the statutory reserve balance as follows:

a) Capital before the increase: an amount of (1,648,162,400) one thousand six hundred and forty-eight million one hundred and sixty-two thousand and four hundred Saudi riyals.

b) Capital after the increase: an amount of (2,000,000,000) two billion Saudi riyals.

c) Percentage of increase in capital: 21.3%.

d) Number of shares before the increase: (164,816,240) shares.

e) Number of shares after the increase: (200,000,000) shares.

f) Method of covering the increase: by capitalizing an amount of (351,837,600) riyals from the statutory reserve balance.

g) Increase rate per share: (0.213) shares for each (one) share owned.

h) Reasons for increase: This comes within the company's objectives to maximize total returns for shareholders in line with future aspirations and achieve higher value in the long term by investing in many opportunities available to the company.

i) In case this item is approved, the date of entitlement to bonus shares for the company's shareholders who own shares on the day of the Extraordinary General Assembly meeting and are registered in the company's shareholders' register at the Securities Depository Center Company (EDAA Center) will be at the end of the second trading day following the date of the Extraordinary General Assembly meeting.

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

k) Amendment of Article No. (7) of the company’s articles of association relating to capital (attached).

2) Voting on the Board of Directors' recommendation to transfer the remaining balance of the statutory reserve amounting to (484,443,085) riyals as in the financial statements for the fiscal year ending on 31/12/2023 to retained earnings, after the Assembly approved the first item related to increasing the company's capital.

3) Voting on amending Article No. (3) of the company’s articles of association related to the company’s purposes (attached).

4) Voting on amending Article No. (16) of the company’s articles of association related to the management of the company (attached).

5) Voting on amending the company’s articles of association to be consistent with the new companies’ regulations (attached).

6)Voting on updating the Audit Committee's bylaws (attached).

7)Voting on updating the bylaws of the Remuneration and Nominations Committee (attached).

8)Voting on updating the remuneration policy for members of the Board of Directors, sub-committees and senior executives (attached).

9) Voting on updating the policies, standards and procedures for membership in the Board of Directors (attached).

10)Voting on the policy of controls and standards for participation in businesses competing with the company's businesses (attached). Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right The right to register attendance at the General Assembly meeting ends at the time the Assembly is held, and the right to vote on the Assembly’s items for those present ends when the sorting committee finishes sorting the votes. Details of the electronic voting on the Assembly’s agenda The company hopes that all its shareholders will register in Tadawulaty to participate and vote remotely on the assembly’s items starting from 1:00 AM on Saturday 11/01/2025 AD until the end of the assembly’s time. Registration and voting in Tadawulaty will be available and free for all shareholders using the following link: www.tadawulaty.com.sa Method of Communication in Case of Any Enquiries In case of any inquiries regarding the General Assembly items, please contact the Shareholder Affairs Department on the phone (0125570037) extension (145) or via email mosahem@mcdc.com.sa or write to the following address: Makkah Construction and Development Company: Makkah - Al-Aziziyah Street - Faqih Commercial Center - Seventh Floor. Additional Information Reminding shareholders of the following:

1) Deposit the certificate shares they hold in investment portfolios to facilitate the deposit of bonus shares

2) Update the investment portfolio data and add the IBAN number to facilitate the deposit of stock dividends when they are announced.

3) Shareholders who have unpaid dividends, please contact the Shareholder Affairs Department. 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.