Mobile Telecommunication Company Saudi Arabia (Zain KSA) Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Decrease ( First Meeting )
|Introduction||The Board of Directors of Mobile Telecommunication Saudi Company (“Zain KSA” or “Company”) invites its valuable shareholders to attend its Extraordinary General Assembly Meeting for Capital Decrease ( First Meeting ) which will convene on Thursday 21/02/1442H (based on Umm Ul Qura calendar) corresponding to 08 October 2020G at 06:30 p.m. and shall be held via modern technology means through the Tadawulaty system, in line with the precautionary measures initiated by the relevant authorities to limit the spread of the emerging Coronavirus (COVID-19), and pursuant to the circular issued by the Board of the Capital Market Authority (CMA) dated 21/7/1441 H (corresponding to 16 March 2020G) regarding the suspension of conducting general assembly meetings by physical attendance until further notice, and to conduct such meetings remotely through modern technology means|
|City and Location of the Extraordinary General Assembly's Meeting||At the Company’s Headquarter in Riyadh|
|URL for the Meeting Location||https://maps.app.goo.gl/GAbyn82SpaUTwDL46|
|Date of the Extraordinary General Assembly's Meeting||2020-10-08 Corresponding to 1442-02-21|
|Time of the Extraordinary General Assembly's Meeting||18:30|
|Attendance Eligibility||ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations|
|Quorum for Convening the General Assembly's Meeting||As per Zain KSA Bylaws, the Extraordinary general assembly meeting shall be valid only if one or more shareholders representing at least one half of the ordinary shares are in attendance. If the required quorum is not achieved, a second meeting shall be held one hour after the expiration of the designated period for convening the first meeting. The second meeting shall be valid only if one or more shareholders representing at least one quarter of the ordinary shares are in attendance represented therein in line with Article (34) of the Company’s Bylaws.|
|Meeting Agenda||1. Voting on the company's board of directors to reduce the company's capital as follows: |
- Capital before the reduction: five billion eight hundred and thirty-seven million two hundred ninety-one thousand seven hundred and fifty (5,837,291,750) Saudi riyals.
- The capital after the reduction: Four billion four hundred and eighty-seven million two hundred and ninety-one thousand seven hundred and fifty (4,487,291,750) Saudi riyals.
- The reason for reducing the capital: the amortization of most of the accumulated losses of the company.
- Capital reduction method: canceling one hundred and thirty-five million (135,000,000) shares (with a nominal value of 10 Saudi riyals per share) from the current company's shares.
- The number of shares before the reduction: five hundred and eighty-three million seven hundred and twenty nine one hundred and seventy five shares (583,729,175).
- The number of shares after the reduction: four hundred forty-eight thousand seven hundred and twenty nine one hundred and seventy-five shares (448,729,175).
- Date of reduction: In the event that the shareholders of the company agree in the extraordinary general assembly meeting to reduce the capital, the reduction decision will be enforceable on all the shareholders of the company registered in the company's records at the Securities Depository Center Company (Deposit Center) at the end of the second trading day after the meeting of the non-meeting The regular decision in which to reduce the capital.
- The effect of reducing the capital on the company's liabilities: There is no significant effect of reducing the company's capital on its financial obligations.
- To vote on the amendment of Article Seven (7) of the Company’s Articles of Association related to the capital, (attached).
- To vote on the amendment of Article (8) of the articles of association of the company related to subscribing to shares (attached).
|E-Vote||Shareholders registered in the Tadawulaty system may vote electronically on the general assembly meeting’s agenda through Tadawulaty’s website www.tadawulaty.com.sa. Voting and registration in the Tadawulaty system are provided free of charge to all shareholders. Electronic voting will start on Monday 18/02/1442H (based on Umm Ul Qura calendar) corresponding to 05 October 2020G, at 10:00 AM, and will continue until the end of the Assembly.|
|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||Shareholders questions on this meeting’s agenda items can be received through the Investors Relations Department via direct call: +966-592448888 or be E-mailed to email@example.com starting from the time of this announcement; questions will then be addressed during the meeting.|
The Capital Market Authority and the Saudi Stock 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.