The Board of Directors of Dur Hospitality Company Invites its Shareholders to Attend the Extraordinary General Assembly Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The board of directors of Dur Hospitality Company (“Dur Company”) is pleased to invite its shareholders to attend the Extraordinary General Assembly Meeting (“EGM”) (First Meeting) which is scheduled for (6:30pm) on Thursday, 16/05/1445H (corresponding to 30/11/2023G) remotely through contemporary technology using Tadawulaty. |
| City and Location of the General Assembly's Meeting | Through contemporary technology using Tadawulaty (www.tadawulaty.com.sa), from Dur Company’s headquarter in Riyadh. |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2023-11-30 Corresponding to 1445-05-16 |
| Time of the General Assembly's Meeting | 18:30 |
| Attendance Eligibility | Shareholders registered in Dur Company’s share registry at the Securities Depository Center Company (Edaa) as of the end of trading on the EGM day, and as per the rules and regulations. |
| Quorum for Convening the General Assembly's Meeting | According to Article (30) of the Dur Company's bylaws, the EGM will be quorate if attended by shareholders representing at least half (50%) of the share capital. In case this quorum is not met, a second meeting will be held within one hour of the scheduled time for the first meeting, and this second meeting will be valid if attended by shareholders representing at least one quarter (25%) of the share capital. |
| General Assembly Meeting Agenda | 1- Voting on Taiba Investments Company’s (“Taiba Company”) offer to Dur Company’s shareholders to acquire all shares issued in Dur Company in accordance with Article (26) of the Merger and Acquisition Regulations, through the issuance of one (1) share in Taiba Company for each share in Dur Company (the “Transaction”); and the terms and conditions set out in the implementation agreement entered into between Dur Company and Taiba Company on 17/09/1444H (corresponding to 08/04/2023G) (“Implementation Agreement”), as well as to vote on other matters related to the Transaction, as per the below:
a. terms of the Implementation Agreement; and
b. authorization of the board of directors of Dur Company, or any person so authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement this resolution. |
| 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) | The shareholders who are registered on the website of Tadawulaty’s electronic services can remotely vote on the items of the meeting through electronic voting service. The remote voting will start at (1:00am) on Sunday, 12/05/1445H (corresponding to 26/11/2023G) and shall continue until the votes are collected in the EGM. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa).
Shareholders are entitled to discuss the topics on the EGM’s agenda and ask questions about them. |
| Eligibility for Attendance Registration and Voting | Eligibility for registering the attendance of the EGM ends upon convening the EGM. Eligibility for voting on the EGM agenda items ends once the voting committee concludes the vote counting.
According to Article 3(n) of the Merger and Acquisition Regulations, a shareholder who holds shares in both Dur and Taiba is not entitled to vote on resolutions relating to the Transaction except in the EGM of one of the two companies, and in the event a shareholder votes in both EGMs, then their vote will only be counted in one of them. For further details about the voting of related parties, please review Dur’s Board of Directors’ Circular issued by Dur and the Offer Document issued by Taiba to Dur Company’s shareholders. |
| Method of Communication | For enquires please contact the Investors Relations Department during official working hours through:
Tel: 0114816666 – ext: (500) Email: [email protected] |
| Additional Information | It should be noted that the above EGM agenda item constitute part of the Transaction conditions. For further information about the Transaction and its terms and conditions as well as other matters related to it including the relevant risks, stages and procedures for completion of the Transaction, please refer to the Offer Document issued by Taiba Company to Dur Company’s shareholders in respect of the Transaction (“Offer Document”), and Dur Company’s Board of Directors’ Circular (“Circular”), the publication of which has been announced earlier or will be so concurrently with this announcement. The board of directors of Dur Company emphasizes the importance for all shareholders to read the Offer Document and Circular in full and to consider it carefully prior to making a decision on the meeting agenda item set out above. |
| Attached Documents |
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