Savola Group — Capital/Financing Update 2013

Oct 10, 2013

Savola Group invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.

2050 · 10/10/2013 09:42:44 · Announcement #32156 · View on Saudi Exchange

Savola Group invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.

The Board of Directors of the Savola Group (Company) is pleased to invite its shareholders to attend the EGM No (28) to be held on Monday 4th of November 2013 corresponding to 1 Muharram1435H at 4:30 PM at Savola Head Quarter, Saudi Business Center, 8th Floor, Madina Road, Jeddah, to discuss the following exclusive item in its agenda:

Approval of the Savola Group capital increase from SR 5,000,000,000 to SR 5,339,806,840 (an increase of 6.79%) through issuing 33,980,684 new shares in the Company to Al-Muhaidib Holding Company, in exchange for the acquisition of Al-Muhaidib Holding Company 10.0% shareholding in Savola Foods Company and 18.6% (direct and indirect) stake and shareholding in Azizia Panda United Company,

And therefore approve the amendment to Article (6) of the Company Article of Association to become as follows:

The Company capital is SR 5,339,806,840 (Saudi Riyals five thousand three hundred thirty-nine million eight hundred six thousand eight hundred forty) divided into 533,980,684 (Five hundred thirty three million nine hundred eighty thousand six hundred eighty four) shares having an equal nominal value of SR 10 (Saudi Riyals ten) each, all of which are ordinary shares.

The Company would like to highlight that the total number of shares will increase from 500,000,000 to 533,980,684, which represents an increase of 6.79%. The value of the new shares is SR 1,338.8 million (i.e. SR 39.4 per share).

Since this transaction is a related party transaction as previously announced on Tadawul on 6th April 2013, the votes of Al-Muhaidib Company and Sons and Al-Muhaidib Family Members (as described in the disclosure document, which is available on the Company website) will not be counted in the voting process as per regulation.

The above resolution for capital increase will be effective after shareholders approval at the EGM.

For more details, please refer to the disclosure document available on the Company website, as earlier announced.

The legal quorum for the EGM is 50% of the Company share capital. If this quorum requirement is not met at the first meeting, the Company will call for a second meeting to be held within thirty days following the first meeting and such meeting shall be validly convened if attended by a number of shareholders representing at least quarter of the Company share capital. Each shareholder, irrespective of the number of shares held by it, shall have the right to attend the EGM. Any shareholder wishing to attend the EGM must present an identity card and evidence of shares ownership. If a shareholder is unable to attend the EGM, it may delegate another shareholder (who is not a board member) to attend on his behalf. The delegate may not be an employee of the Company or otherwise a person who performs a permanent technical or administrative functions for the Company. The delegation must be pursuant to a written power of attorney, setting out the full name of the delegate and as per the template prescribed by the Ministry of Commerce and Industry, endorsed by the Chamber of Commerce, or a bank or the employer, and to be delivered to the Company Headquarters in Jeddah three days prior to the date of the EGM on the following address (Savola Head Quarter, Corporate Affairs Department, Saudi Business Center, 8th Floor, Madina Road, P.O. Box 14455, Jeddah 21424).

The shareholders registration for attending the meeting will start on the same day of the EGM, at 2:30 PM.

Kindly note that the electronic voting method will be available for voting at this EGM.

The Company hereby announces that it obtained on Wednesday, 9 October 2013, necessary approval from the Ministry of Commerce and Industry on the EGM Agenda and date of holding the meeting.

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.