Thimar Development Holding Co. — Proxy Solicitation & Information Statement 2023

Sep 17, 2023

Thimar Development Holding Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

4160 · 17/09/2023 17:10:54 · Announcement #75915 · View on Saudi Exchange

Thimar Development Holding Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

Element List	Explanation
Introduction	The Board of Directors of Thimar Development Holding Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly Meeting which includes increasing the company's capital (the first meeting) that will be held 6:30 PM. on 08/10/2023G .By attending in person or by modern technical means using the Tadawulati system.
City and Location of the Extraordinary General Assembly's Meeting	The company's headquarters Riyadh - Olaya District -Orouba Secondary Road next to alahli bank And through modern technology (Tadawulaty System).
URL for the Meeting Location	https://app.jameeah.com/meetings/
Date of the Extraordinary General Assembly's Meeting	2023-10-08 Corresponding to 1445-03-23
Time of the Extraordinary 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 Extraordinary General Assembly Meeting shall be valid if it is attended by shareholders representing at least half of the capital and if there is no quorum necessary to hold the first meeting, the second meeting shall be held one hour after the expiry of the period specified for the first meeting, and the second meeting shall be valid if attended by shareholders representing at least one quarter of the capital.
Meeting Agenda	1. Voting on the Board of Directors’ decision to appoint Mr. Abdul Karim bin Muhammad bin Muhammad Al-Nahir as an independent member of the Board of Directors, starting from the date of his appointment, 05/29/2023, to complete the Board’s session until the end of the current session on 05-13-2026, succeeding the previous independent member, Mr. / Muhammad bin Abdul Wahhab bin Abdul Rahman Al-Sakit.

2. Vote on the Board of Directors’ recommendation to increase the capital by offering priority rights according to the following:

The company's capital before the increase is (100,000,000) Saudi riyals divided into (10,000,000) ordinary shares.

The company's capital after the increase is (250,000,000) Saudi riyals, divided into (25,000,000) ordinary shares.

- The total amount of the increase is (150,000,000) Saudi riyals.

- Capital increase percentage: (150%).

- Method of increasing capital: Offering and listing priority rights shares for 15,000,000 ordinary shares.

- Reason for increasing capital: to support the company’s activities and pay off creditors.

- Amending Article (7) of the company’s bylaws, related to (capital). (attached)

- Amending Article (8) of the company’s bylaws, related to (subscription to shares). (attached)

3. Vote on amending the work regulations of the Remuneration and Nominations Committee. (attached)

4. Vote on amending the work regulations of the company’s audit committee (attached)

5. Vote on amending the remuneration policies for members of the Board of Directors and the committees emanating from the Board and Executive Management. (attached)

6. Voting on amending the company’s governance regulations (attached)

7. Vote on amending the policies, standards and procedures of Board of Directors membership (attached)

8. Voting on amending Article (3) of the company’s bylaws related to (the company’s purposes). ( attached )

9. Voting on amending Article (18) of the company’s bylaws related to (members’ powers). (Attached)

10. Vote on amending the company’s bylaws in accordance with the new corporate bylaws, and rearranging the articles of the bylaws and numbering them to be compatible with the proposed amendments (attached).

Every shareholder has the right to discuss the topics on the assembly’s agenda and ask questions about them

Eligibility date: In the event that the company’s shareholders approve in the extraordinary general assembly meeting to increase the capital, eligibility will be for the shareholders who own shares on the day of the extraordinary general assembly and who are registered in the company’s shareholder registry with the Securities Depository Center Company (Depository Center) at the end of the second following trading day. Date of the extraordinary general assembly. 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 can vote electronically remotely on the items of the Assembly starting from (1:00) am on the day of 04/10/2023G, until the end of the time of the 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.

The shareholder also has the right to authorize another person to attend on his behalf, pursuant to a written power of attorney, provided that he is not a member of the board of directors or an employee of the company, and that it is authenticated by: Chambers of Commerce and Industry, if the shareholder is affiliated with one of them, or if the shareholder is a company or legal institution. One of the licensed banks or licensed persons in the Kingdom, provided that the principal has an account with the bank or licensed person who performs the certification. Notaries or persons licensed to perform notarial work. The shareholder or his agent must provide the company with a copy of the power of attorney at least two days before the meeting date, along with presenting the original power of attorney to the company on the day of the extraordinary general assembly. Every shareholder who wishes to attend the general assembly (in person or by proxy) is requested to bring the original personal identification card and attendance card. Sufficient time before the meeting date to complete the registration procedures. 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 Questions and inquiries of our valued shareholders will be received by directing them to Investor Relations by contacting them via phone: 0591616638

Or by Boardsecretary@thimar.com.sa Attached Documents              

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