Middle East Paper Co. — Proxy Solicitation & Information Statement 2023

Dec 7, 2023

Middle East Paper Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

1202 · 07/12/2023 16:30:18 · Announcement #77276 · View on Saudi Exchange

Middle East Paper Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

Element List	Explanation
Introduction	Board of Directors of Middle East Paper Co (MEPCO) is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held by means of modern technology, God willing,, at 7:00 pm on 15/06/1445H corresponding to 28/12/2023H through modern technology using Tadawulaty system.
City and Location of the Extraordinary General Assembly's Meeting	Through modern technology using Tadawulaty system, from the meeting room of the company's general management headquarters in Jeddah.
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2023-12-28 Corresponding to 1445-06-15
Time of the Extraordinary General Assembly's Meeting	19:00
Attendance Eligibility	Shareholders registered in the company's shareholders register at the Depository Center at the end of the trading session preceding the general assembly meeting and in accordance with the rules and regulations. The shareholder has the right to discuss the topics on the agenda of the Assembly and ask questions.
Quorum for Convening the General Assembly's Meeting	The validity of the meeting of this assembly requires the attendance of a number of shareholders representing at least 50% of the capital, in accordance with the provisions of Article (33) of the company's articles of association. In the event that this quorum is not available at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by a number of shareholders representing at least 25% of the capital.
Meeting Agenda	1- Vote on the recommendation of the Board of Directors to increase the company’s capital by issuing 19,999,999 new ordinary shares with the suspension of pre-emptive rights as follows:

a) The Company's share capital will be increased from 666,666,660 Saudi Riyals divided into 66,666,666 ordinary shares of equal value, to 866,666,650 Saudi riyals divided into 86,666,665 ordinary shares of equal value with the suspension of pre-emptive rights by issuing 19,999,999 new ordinary shares being a total subscription amount of SAR 629,999,968.50 (representing 30% of the Company’s current capital), with a nominal value of ten 10 Saudi riyals per share, at an offering price of 31.5 Saudi riyals per share (the “New Shares”) which will be fully subscribed from the Public Investment Fund (“the PIF”), so that the PIF ownership will be 23.08% in the Company after the capital increase.

b) The Fund shall have the right to subscribe on the day of the extraordinary meeting that decides to increase the capital by offering shares while suspending preemptive right.

c) the amendment of article 7 of the Company's bylaws related to the capital.(attached)

d) the amendment of article 11 of the Company’s bylaws related to Subscription to shares. (attached)

2- Vote on the amendment of the Company’s bylaws to comply with the new Companies Law, and rearranging the articles of the bylaws and numbering them, to be in-line with the proposed amendments in accordance with the attached.

3- Voting on the Board of Directors’ resloution to appoint Mr. Farid Habib as a member (non-executive) starting from the date of his appointment on 28/12/2023 to complete the Board’s session until the end of the current Board’s session on 13/11/2025 AD to succeed the previous member, Vice Chairman of the Board of Directors, Mr. Abdullah Abdul Rahman Al-Muammar (non-executive). (CV attached).

4- Voting on the Board of Directors’ resolution to appoint Mr. Walid Ibrahim Muhammad Shukri as an (independent) member of the Board of Directors, starting from the date of his appointment on 28/12/2023 AD to complete the Board’s session until the end of the current session on 13/11/2025 AD, succeeding the previous member, Mr. Imad. Abdul Qader Al-Muhaidib (non-executive). (CV attached). Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) Shareholders registered in Tadawulaty services will be able to vote remotely on the items of the General Assembly starting from 1:00 am on 11/06/1445H corresponding to 24/12/2023G until the beginning of the General Assembly, and registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link: 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 We are pleased to receive questions and inquiries from our valued shareholders about the items of the meeting starting from the time of this announcement, and they will be answered through the following means of communication:

Email investors@mepco.biz

- Tel: 012-25669600 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.