Tourism Enterprise Co. — Proxy Solicitation & Information Statement 2021

Nov 18, 2021

Tourism Enterprise Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

4170 · 18/11/2021 15:50:47 · Announcement #65696 · View on Saudi Exchange

Tourism Enterprise Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

Element List	Explanation
Introduction	Whereas it will convene on Thursday 05/05/1442 H., corresponding to 09/12/2021, at 6:30 P.M o’clock

Via modern technological means by using Tadawulaty Suite Service and that in support of the protective and cautious measures taken by the competent departments and relating to facing New Corona Virus (COVID 19) and with reference to the circular issued by Capital Market Authority which stated the suspension of attending Assemblies in persons until further notice and only convene them via modern technological means which enable the shareholders to participate in its deliberation and vote on its decisions. City and Location of the General Assembly's Meeting Via modern technological URL for the Meeting Location https://www.tadawulaty.com.sa Date of the General Assembly's Meeting 2021-12-09 Corresponding to 1443-05-05 Time of the General Assembly's Meeting 18:30 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 EGM shall be valid only if attended by shareholders representing at least half of the share capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by shareholders representing at least one quarter of the share capital. General Assembly Meeting Agenda Assembly items:

1- Vote on the company’s board of directors’ recommendation to reduce the company’s capital to become as follows:

A. The company's capital before the reduction is 101,500,000 Saudi riyals, the capital after the reduction is 52,566,930 Saudi riyals, with a reduction rate of 48.21% of the company's capital.

B. The number of shares before the reduction is 10,150,000 shares, the number of shares after the reduction is 5,256,693 shares.

C. Reason for capital reduction: amortization of accumulated losses in the amount of 48,933,070 Saudi riyals.

D. Method of capital reduction: canceling 4,893,307 shares of the company's shares, one share will be reduced for every (2,07426) shares.

E. The impact of the capital reduction on the company’s obligations: After the capital reduction, the entire accumulated losses will be amortized, and there is no material impact from the reduction of the company’s capital on its financial and operational obligations, the company’s financial or operational performance, or the organization.

F. Date of reduction: the end of the second trading day following the convening of the extraordinary general assembly in which it was decided to reduce the capital.

G. Amending Article (7) of the company's articles of association, which is related to the company's capital. (attached)

H. Amending Article (8) of the company's articles of association related to subscribing to shares. (attached)

2- Vote on the amendment of Article (4) of the company's articles of association related to ownership and participation in companies. (attached)

3- Vote on the amendment of Article (5) of the company's articles of association related to the company's head office. (attached)

4- Vote on the amendment of Article (16) of the company's articles of association related to the company's management. (attached)

5- Vote on the amendment of Article (18) of the company's articles of association related to the vacant position in the board. (attached)

6- Vote on the amendment of Article (22) of the company's articles of association related to the meetings of the board. (attached)

7- Vote on the amendment of Article (23) of the Articles of Association related to the quorum of the Board of Directors meeting. (attached)

8- Vote on the amendment of Article (25) of the company's articles of association related to the convening of the general assembly of shareholders. (attached)

9- Vote on the amendment of Article (30) of the company's articles of association, which is related to the invitation to the general assemblies of shareholders. (attached)

10- Vote on the amendment of Article (41) of the company's articles of association related to the audit committee reports. (attached)

11- Vote on the amendment of Article (45) of the company's articles of association related to financial documents. (attached)

12- Vote on the amendment of Article (46) of the company's articles of association related to the distribution of profits. (attached) Proxy Form E-Vote Shareholders registered in Tadawulaty services can vote electronically on the assembly’s items starting at 10:00 am on Sunday 05/01/1443 AH corresponding to 05/12/2021 AD until the end of the time of the assembly, and registration and voting in Tadawulati services will be available and free for all shareholders using The following link is 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 For more information or inquiries, please call

By phone number 013-8866663 during the company's official business hours or by email

info@shamstourism.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.