Thimar Development Holding Company Announces the Results of the Extra Ordinary General Assembly’s Meeting Which included Approving the Capital Decrease (Second Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Thimar Development Holding Company pleased to announce the results of the Extra Ordinary General Assembly which included approval to decrease the company’s capital (Second Meeting) held on Monday 03-06-2024 G at 8:15 pm at the company’s head office and through modern technology means using the Tadawulaty system. and due to the lack of quorum in the first meeting, the second meeting was held one hour after the scheduled time of the first meeting with the shares represented in the meeting, where the attendance rate 30.07% of the shares representing the capital. |
| City and Location of the Extraordinary General Assembly's Meeting | The company's headquarters Riyadh - Olaya District -Orouba Secondary Road and near bank (SNB) And through modern technology (Tadawulaty System). |
| Date of the Extraordinary General Assembly's Meeting | 2024-06-03 Corresponding to 1445-11-26 |
| Time of the General Assembly’s Meeting | 20:15 |
| Percentage of Attending Shareholders | 30.07% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The meeting of the Assembly was also attended by the following members of the Board of Directors:
1- Mr. Khaled Asaad Khashoggi (Deputy Chairman of the Board) 2- Mr. Malafi Manahi Almarzuqi (Managing Director) 3- Mr. Aziz Mohammed Al Gahtani 4- Mr. Haytham Faisal Oskoubi 5- Mr. Yasser Suliman Alaqeel 6-Mr. Abdulkarim Mohammed Al Nuhir The following members of the Board of Directors absent from attendance: 1- Engineer/Walid Abdel Aziz Al-Shuwaier (Chairman of the Board of Directors) due to his special circumstances |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | chairpersons of the following committees attended:
1. Mr. Aziz Mohammed Al Gahtani (Chairman of the Audit Committee) 2.Mr. Khaled Asaad Khashoggi (Chairman of the Remuneration and Nominations Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1- The Board of Directors' report for the fiscal year ending on 31 December 2023 was reviewed and discussed
2- The financial statements for the fiscal year ending on 31 December 2023 was reviewed and discussed 3- Approval of the company's auditor's report for the fiscal year ending on 31 December 2023, after discussing it. 4. Approval to appoint Ibrahim Ahmed Al Bassam & Co (Al Bassam & Co) as the company’s external auditor accordingly on the recommendation of the Audit Committee, to examine and review the financial statements for the (second and third) quarters and annual of the fiscal year 2024 and the first quarter of the fiscal year 2025 and determine his fees at SR 557,420 exclusive VAT. 5. Approval on delegating the authority of the Ordinary General Assembly to the Board of Directors, with the license stipulated in Paragraph (1) of Article Twenty-Seven of the Companies Law, until the end of the session of the delegated Board of Directors, in accordance with the conditions contained in the Executive Regulations of the Companies Law for joint-stock companies listed on the financial market. 6. Approval on the Board of Directors’ recommendation to reduce the company’s capital according to the following: - The company’s capital before reduction: SAR (250,000,000). - The company’s capital after reduction: SAR (65,000,000). - Number of shares before the reduction: (25,000,000) shares. - Number of shares after the reduction: (6,500,000) shares. - Reduction percentage: 74% of the company’s capital. - Reason for capital reduction: Restructuring the company’s capital to extinguish an amount of SAR (185,000,000) One Hundred and Eighty-Five million Saudi riyals of the accumulated losses. - Capital reduction method: canceling 18,500,000 shares of the company’s shares at a reduction of 0.74 shares for each share. - Reduction date: If the clause is approved, the reduction decision will be effective on the company’s shareholders who own shares on the day of the extraordinary general assembly and are registered in the company’s shareholder register at the Securities Depository Center (Edaa Center) at the end of the second trading day following the date of the Extraordinary General Assembly Ordinary in which it was decided to reduce the capital. - The impact of the capital reduction on the company’s obligations: There is no material impact from the capital reduction on the company’s financial, operational, or organizational obligations, operations, or performance, and the ownership percentage of any shareholder will not change as result of the capital reduction. - Amending Article (7) of the company’s bylaws related to capital. - Amending Article (8) of the company’s bylaws related to subscription to shares |
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