Meeting Date/Time

Wednesday, April 25, 2018 - 04:00 AM

Type of Meeting

General Assembly

Net Profit/Loss

(1.1) billion AED

Cash Dividend

Bonus Share

New Issuance

Shares Split

Capital Deduction

Announcements/Resolutions

The General Assembly Meeting of DXB ENTERTAINMENTS PJSC was held today, Monday 25th April 2018  at 4:20 pm at Lapita Hotel- Dubai, where the Shareholders participation was 75.1%.

The following resolutions were adopted at the meeting:

1.      Approved the Board of Directors’ report in respect of the activity and financial position of the Company for the financial year ended 31 December 2017.

2.    Approved the External Auditors’ report for the financial year ended 31 December 2017.

3.    Approved the Company’s balance sheet and income statement for the financial year ended 31 December 2017.

4.    Discharged the Board of Directors from any liability for the financial year ended 31 December 2017.

5.    Discharged the External Auditors from any liability for the financial year ended 31 December 2017.

6.    Approved the reappointment of Deloitte & Touche (M.E.) as the external auditors for the financial year 2018 and their fees amounting to AED 315,000.

7.    Approved the Board’s decision to appoint Mr.Malek Sultan Rashed AlMalek to the Board of Directors as an Independent Director to fill the existing vacant position for the remainder of the term of the board.

Following the request of Meraas Holding (L.L.C), in its capacity as shareholder in the Company by 0.48% and Meraas Leisure and Entertainment L.L.C, a shareholder holding more than 10% of the Company’s shares, some of the sections of special resolutions 8 were amended for further clarity.

The revised resolution as approved by the General Assembly are as follows:

Special resolution:

8. A) In accordance with Article (152) of the Federal Commercial Companies Law No. (2) of 2015 and Article (15) of the Resolution No (7 R.M) of 2016 Concerning the Standards of Institutional Discipline and Governance of Public Shareholding Companies, approved entering into a related party transaction with the Company’s majority shareholder for the issuance of convertible bonds to Meraas Holding (L.L.C), a limited liability company, in its capacity as shareholder in the Company by 0.48% and Meraas Leisure and Entertainment L.L.C a limited liability company in its capacity as shareholder in the Company by 51.82%, pro rata to their shareholding percentage in the share capital of the Company in accordance with the following terms:

      i.        Convertible Bonds Amount: Up to AED 1.235 billion

    ii.        Coupon rate: 8% per annum, compounded quarterly – to be added to the value of the convertible bonds and either converted into shares or repaid at maturity

   iii.        Collateral/Ranking: Unsecured, subordinated to senior debt

   iv.        The bondholders will have the right to subscribe for the Principal Amount in up to three (3) tranches over a six (6) month period after the initial issuance date

    v.        Strike price: AED 1.04 per share

   vi.        Tenor and Maturity: From the issuance date (to be determined following SCA approval) and maturing on 30 June 2026

  vii.        Conversion Period: The time period beginning 1 January 2021 and ending 30 June 2026

B. In relation to 8A above, approved the issuance of the Company’s convertible bonds for a total value of up to AED 1.235 billion and delivering such convertible bonds to Meraas Holding (L.L.C) and Meraas Leisure and Entertainment L.L.C whereby the Company shall issue and deliver to Meraas Holding (L.L.C) bonds for the value of up to AED 12,350,000 while bonds for the value of up to AED 1,222,650,000 shall be issued and delivered to Meraas Leisure and Entertainment L.L.C. The issued bonds shall be all convertible into shares in the Company in accordance with the terms and conditions of issuing such bonds.

C. In relation to 8A above, approved the terms and conditions of the Company’s convertible bonds announcement and for the Company to enter into all documents and agreements related to the issuance of the Company’s convertible bonds.

D. In relation to 8A above, approved granting Meraas Holding (L L C) and Meraas Leisure and Entertainment L.L.C in their capacity as the bondholders the irrevocable right to convert the bonds into shares in accordance with the terms and conditions provided in the Company’s convertible bonds terms and conditions announcement without the need for any future approvals from the general assembly of the Company for the conversion process along with authorizing the board of directors to facilitate the capital increase process.

E. In relation to 8A above, approved authorizing the board to execute the issuance of the convertible bonds in relation to the shares of the Company and authorize and delegate any of the authorised signatories of the Company or the Chief Financial Officer to (solely) represent the Company and to sign on its behalf and enter into documents, contracts and agreements in relation to the issuance of the Company’s convertible bonds and to deal with all the competent authorities, including but not limited to, Dubai Economy, Notary Public, Securities and Commodities Authority and Dubai Financial Market.

Last Entitlement Date

Ex-Dividend Date

Registry Closing (Settlement) Date

Dividends Payment Date

Payment Entity

Meeting Venue

Lapita Hotel