Morabaha Marina Financing Co. — Proxy Solicitation & Information Statement 2023

Aug 6, 2023

Morabaha Marina Financing Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

4082 · 06/08/2023 09:43:40 · Announcement #75176 · View on Saudi Exchange

Morabaha Marina Financing Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

Element List	Explanation
Introduction	The Board of Directors of Morabaha Marina Financing Company (“mrna”) is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), scheduled to be held, God willing, through means of modern technology, at (18:30) on Sunday 11 Safar 1445 AH corresponding to 27 August 2023 AD.
City and Location of the General Assembly's Meeting	At the Company's headquarters in Riyadh – Al-Rabie District, through means of modern technology (remotely)
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2023-08-27 Corresponding to 1445-02-11
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	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.
Quorum for Convening the General Assembly's Meeting	The General Assembly Meeting shall be valid if attended by shareholders representing at least 50% of the capital in accordance with Article (33) of Company’s Bylaws. If the quorum necessary for holding this Meeting is not available, a second meeting shall be held one hour after the end of the period specified for the first meeting. In addition, the second meeting shall be valid if attended by shareholders representing at least 25% of the capital.
General Assembly Meeting Agenda	1.Vote on Amendment of Article 2 of the Co. Bylaws in relation to Co. Name Att..2.Vote on Amendment of Article 3 of the Co. Bylaws in relation to Objectives of the Co.. Att..3. Vote on Amendment of Article 4 of the Co. Bylaws in relation to Participation and Ownership in Companies. Att..4. Vote on Amendment of Article 5 of the Co. Bylaws in relation to Head Office of the Co. Att..5. Vote on Amendment of Article 6 of the Co. Bylaws in relation to Duration of the Co. Att..6.Vote on Amendment of Article 7 of the Co. Bylaws in relation to Share Capital. Att..7.Vote on Amendment of Article 8 of the Co. Bylaws in relation to Subscription to Shares Att..8.Vote on Amendment of Article 9 of the Co. Bylaws in relation to Preferred Shares Att..9.Vote on Amendment of Article 10 of the Co. Bylaws in relation to Sale of Partly Paid-up Shares. Att..10.Vote on Amendment of Article 11 of the Co. Bylaws in relation to Share Issuance Att..11.Vote on Amendment of Article 12 of the Co. Bylaws in relation to Share Trading Att..12.Vote on Amendment of Article 13 of the Co. Bylaws in relation to Shareholders register. Att..13.Vote on the amendment of Article 14 of the Co. Bylaws in relation to Increase of Capital. Att..14.Vote on Amendment of Article 15 of the Co. Bylaws in relation to Decrease of Capital. Att..15.Vote on Amendment of Article 16 of the Co. Bylaws in relation to Co. Management. Att..16.Vote on the amendment of Article 17 of the Co. Bylaws in relation to Termination of Board Membership. Att..17.Vote on Amendment of Article 18 of the Co. Bylaws in relation to Board Vacancies. Att..18.Vote on Amendment of Article 19 of the Co. Bylaws in relation to Powers of the Board. Att..19.Vote on the amendment of Article 20 of the Co. Bylaws in relation to Compensation of the Board. Att..20.Vote on Amendment of Article 21 of the Co. Bylaws in relation to Powers of the Chairman, Vice Chairman and Board Secretary Att..21.Vote on Amendment of Article 22 of the Co. Bylaws in relation to Board Meetings. Att..22.Vote on the amendment of Article 23 of the Co. Bylaws in relation to Quorum of Board Meetings. Att..23.Vote on Amendment of Article 24 of the Co. Bylaws in relation to Board Deliberations. Att..24.Vote on Amendment of Article 25 of the Co. Bylaws in relation to Assemblies Attendance. Att..25.Vote on Amendment of Article 26 of the Co. Bylaws in relation to The Constituent Assembly. Att..26.Vote on the amendment of Article 27 of the Co. Bylaws in relation to Competencies of the Constituent Assembly. Att..27.Vote on Amendment of Article 28 of the Co. Bylaws in relation to Competencies of the Ordinary General Assembly. Att..28.Vote on Amendment of Article 29 of the Co. Bylaws in relation to Competencies of the Extraordinary General Assembly. Att..29.Vote on Amendment of Article 30 of the Co. Bylaws in relation to Call for Assemblies. Att..30.Vote on Amendment of Article 31 of the Co. Bylaws in relation to Assembly Attendance Register. Att..31.Vote on Amendment of Article 32 of the Co. Bylaws in relation to Quorum of the Ordinary General Assembly. Att..32.Vote on Amendment of Article 33 of the Co. Bylaws in relation to Quorum of the Extraordinary General Assembly. Att..33.Vote on Amendment of Article 34 of the Co. Bylaws in relation to Vote at Assemblies. Att..34.Vote on Amendment of Article 35 of the Co. Bylaws in relation to Resolutions of Assemblies. Att..35.Vote on Amendment of Article 36 of the Co. Bylaws in relation to Deliberations at Assemblies. Att..36.Vote on Amendment of Article 37 of the Co. Bylaws in relation to Heading of Assemblies and Preparation of Minutes. Att..37.Vote on Amendment of Article 38 of the Co. Bylaws in relation to Composition of the Committee. Att..38.Vote on the amendment of Article 39 of the Co. Bylaws in relation to Quorum of the Committee Meetings. Att..39.Vote on Amendment of Article 40 of the Co. Bylaws in relation to Powers of the Committee. Att..40.Vote on Amendment of Article 41 of the Co. Bylaws in relation to Reports of the Committee. Att..41.Vote on the amendment of Article 42 of the Co. Bylaws in relation to Appointment of Auditor. Att..42.Vote on Amendment of Article 43 of the Co. Bylaws in relation to Powers of Auditor. Att..43.Vote on Amendment of Article 44 of the Co. Bylaws in relation to Financial Year. Att..44.Vote on Amendment of Article 45 of the Co. Bylaws in relation to Financial Documents. Att..45.Vote on Amendment of Article 46 of the Co. Bylaws in relation to Distribution of Profits. Att..46.Vote on Amendment of Article 47 of the Co. Bylaws in relation to Entitlement of Dividends. Att..47.Vote on Amendment of Article 48 of the Co. Bylaws in relation to Distribution of Dividends for Preferred Shares Att..48.Vote on Amendment of Article 49 of the Co. Bylaws in relation to Co. Losses. Att..49.Vote on Amendment of Article 50 of the Co. Bylaws in relation to Liability Actions. Att..50.Vote on Amendment of Article 51 of the Co. Bylaws in relation to Co. Dissolution and Liquidation. Att..51.Vote on Amendment of Article 52 of the Co. Bylaws in relation to Final Provisions. Att..52.Vote on Amendment of Article 53 of the Co. Bylaws in relation to Final Provisions. Att..53.Vote on Board’s recommendation to distribute cash dividends to Co. shareholders for the fiscal year ended on December 31, 2022 AD by 80% of 2022 net profits in total amount of SAR 37,049,816. In addition, distribution ratio to nominal value of share is approximately 5.3%, and number of shares that are eligible for dividends is 69,822,342 shares, while share’s quota in dividends is approximately SAR .53, provided that eligibility date for shareholders owning share is at the end of trading day on Co. General Assembly Meeting date and who are registered in Co. Shareholder Register at Edaa at the end of second day next to the date of General Assembly Meeting, and that distribution date is set later.
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)	Registered shareholders in Tadawulaty services can electronically vote on the items of the General Assembly remotely, as of Wednesday, 1:00 am, 07/02/1445 AH corresponding to 23/08/2023 AD until the end of the time of General Assembly Meeting. In addition, registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link:

https://www.tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly's Meeting Ends upon the Convenience of the General Assembly's Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes Method of Communication The honorable shareholders can attend the General Assembly Meeting and participate in its deliberations through the following link:

https://app.jameeah.com/meetings/

In the event of an inquiry, shareholders can communicate with the Shareholders Relations of the Company via the e-mail below:

investors.relation@morabaha.com

Or call the toll free number: 8001111810, Ext. 1444 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.