Red Sea International Co — Proxy Solicitation & Information Statement 2021

Apr 8, 2021

Red Sea International Co. announces to Invites its Shareholders to Attend the (First Meeting) Extraordinary General Assembly Meeting by means of modern technology

4230 · 08/04/2021 08:19:02 · Announcement #62722 · View on Saudi Exchange

Red Sea International Co. announces to Invites its Shareholders to Attend the (First Meeting) Extraordinary General Assembly Meeting by means of modern technology

Element List	Explanation
Introduction	The Board of Directors of the Red Sea International Company is pleased to invite shareholders to participate and vote in the Extraordinary General Assembly meeting (the first and second meetings an hour after the first), which is scheduled to take place, God Almighty’s will, at exactly 10 PM on Sunday 09/20/1442 AH corresponding to 05/02/2021 AD on through technology u This is within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19) and an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia in taking the necessary preventive measures to prevent its spread
City and Location of the General Assembly's Meeting	By Means of Modern Technology from the company's headquarters in the Sumou building in Jeddah
URL for the Meeting Location	https://www.tadawulaty.com.sa/
Date of the General Assembly's Meeting	2021-05-02 Corresponding to 1442-09-20
Time of the General Assembly's Meeting	22:00
Attendance Eligibility	Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting	The Assembly meeting shall be valid in the presence of the shareholders who represent at least half of the capital. If the quorum required for the first meeting is not completed, the second meeting will be held one hour after the expiration of the deadline for the first meeting. And the second meeting will be valid if it is attended by the shareholders who represent at least the quarter of the capital. If the necessary quorum is not available at the second meeting, an invitation shall be extended to a third meeting, and the third meeting shall be valid regardless of the number of shares represented in it after approval by the competent authority
General Assembly Meeting Agenda	1.To vote on the Board of Directors’ Annual Report for the Financial Year ending 31/12/2020.

2.To vote on the Independent Auditors report for the Financial Year ending in 31/12/2020.

3.To vote on the Financial Statements for the Financial Year ending in 31/12/2020.

4.To vote on the appointment of the External Auditor for the Company based on the recommendation of the Audit Committee to audit the Financial Statements of the Q2, Q3, Q4 2021 and to review the first quarter Interim Financial Statements of the fiscal year 2022 and determined their fees. (Attached).

5. To vote on electing the Board members from the candidates for the next term of the board, which will be commencing from 10/05/2021, for three years ending on 09/05/2024 (Attached)

6. To vote on the amendment of Article No. (5) of the company's articles of association, relating to the company's head office (attached).

7.To vote to pay the directors’ remuneration amounting in total to SAR 827,000 for the financial year ending 31/12/2020.

8. To vote on the Board of Directors’ decision to appoint Mr. Tariq Mohammad Tlemseni as an executive member of the Board of Directors, starting from the date of his appointment on 11/12/2020 until the end of the current session on 05/09/2021 AD succeeding the previous member Mr. / Mohamed Hossni Jazeel (Non-Executive). (CV attached).

9.To vote on forming the Audit Committee, defining its duties, operating controls, and the remunerations of its members for the new three-year cycle starting on 10/05/2021 and ending on 09/05/2024. Below is the list of nominees: (CV attachment)

1-Mr. Sami Ahmed Bin Mahfouz.

(Non-Executive Board Member)

2-Mr. Mohammed Husnee Jazeel.

(External nominee)

3-Dr Mazen Ibrahim Hassounah.

(External nominee)

4-Mr. Khalid Mohammed Fagih

(Independent Board Member)

10. To vote on the works and contracts that will take place between the Red Sea International Company and the member of the Board of Directors, Mr. / Saleh Mohammad bin Laden, which consists of renting a part of land in Rabigh Governorate to build a housing complex for the employees of the companies in which the member of the Board of Directors Mr. Saleh Mohammad bin Laden has a direct interest In it, for an annual amount of 883,391 riyals, and this contract does not have any preferential conditions (attached). Proxy Form E-Vote The voting on the agenda items of the AGM will be solely electronically through Tadawulaty, which will start on Wednesday, 28 April 2021, 10:00 a.m. and ends at the closure of the General Assembly Meeting. Registration and voting shall be available free of charge in Tadawulaty services for all shareholders by 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 In case of any inquiries, you can communicate with shareholder relations through:

Phone: 0126616681

Fax: 0126617745

Email: compliance@redseahousing.com 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.