Rasan Information Technology Co. calls its shareholders to attend the Extraordinary General Assembly meeting which include the Increase of the company’s capital ( First Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Rasan Information Technology Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly meeting of the company that includes increasing the company’s capital (the first meeting), which is scheduled to be held through modern technology means at 19:00 in the evening of Thursday 07 Shaban 1446H corresponding to 06 February 2025. |
| City and Location of the Extraordinary General Assembly's Meeting | The company's Head Office located in Riyadh - Qurtuba District, Al-Thumama Road.
Through modern technology means using Tadawulaty portal. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-02-06 Corresponding to 1446-08-07 |
| Time of the General Assembly’s Meeting | 19:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuer's shareholders record at the Depositary Center by the end of the trading session prior to the general assembly meeting and in accordance with the laws and regulations.
The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | According to Article (31) of the company’s bylaws, the first extraordinary general assembly meeting is valid if attended by shareholders representing at least two-thirds of the company’s capital.
If the quorum required to hold this meeting is not available, the second meeting will be held one hour after the end of the period specified for holding the first meeting. The second meeting will be valid if attended by a number of shareholders representing at least (a quarter) of the capital. |
| Meeting Agenda | Item 1:
Voting on the recommendation of the Board of Directors to increase the company's capital by issuing 1,707,000 new ordinary shares allocated to the employee's stock option program, as follows: - Capital before increase : SAR 75,800,000 - Capital after increase : SAR 77,507,000 - Percentage of Capital increase : 2.25% - Number of shares before Capital increase : 75,800,000 - Number of shares after Capital increase : 77,507,000 - Reasons for the increase : Strengthening the company's capital base and allocating the new issued shares to establish the company's employee shares program (long-term incentive plan), which will contribute to establishing employee loyalty and achieving good growth rates in the coming years. - Nature and Value of Reserves Used in the Capitalization : The increase in the company's capital will be from SAR 75,800,000 to SAR 77,507,000 by capitalizing the amount of SAR 1,707,000 from the retained earnings.
- Amendment of Article (7) of the company's bylaws regarding the company's capital in line with the change in capital. (Attached) - Amendment of Article (8) of the company's bylaws regarding the subscription of shares. (Attached)
The number of shares for shareholders will not be impacted following the capital increase. The ownership percentage will be negatively impacted by 2.25% due to the issuance of the new shares.
Item 2: Voting on the recommendation of the board of directors to approve the long term incentive plan for employees, which can be extended for a period from three to five years, and its funding with a maximum of 1,707,000 shares, and on authorizing the board of directors to manage the plan and link its mechanism with the performance, and to do the required amendments whenever necessary.
Item 3: Voting on appointing the company's Auditor from among the nominees based on the recommendation of the Audit Committee as to examine, review, and audit the interim financial statements for quarter 1, 2, 3 and the annual financial statements for the year of 2025 and the first quarter of 2026 and to determine their fees.
Item 4: Voting on the participation of a member of the board of directors (Mohammed M Almuhaidib) in a business competing, in insurance sector, with the company’s activities through his ownership of 60% in the Insurance House Company, which is an insurance broker. The participation is only for the currently offered products and does not include electronic insurance broker services or the products currently offered by Rasan Company, which are specified in the business plan and its approved strategy). Item 5: Voting on the participation of a member of the board of directors (Mohammed M Almuhaidib) in a business competing with the company’s activities, in insurance sector, through his ownership of 55% in Way Point Systems SA, and 25 % in Alafaaq Reinsurance Broker until the completion of the divestment procedures, with a maximum period of three months after the extra ordinary general assembly’s approval. Item 6: Voting on delegating the authority of the general assembly to the board of directors with the license contained in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of the general assembly’s approval or until the end of the delegated board of directors term, whichever comes first, in accordance with the terms of the Executive Regulations of the Companies Law for listed Joint-Stock Companies.
Item 7: Voting on amending Article (1) of the company’s bylaws related to the Establishment of the Company (attached).
Item 8: Voting on amending Article (2) of the company’s bylaws related to the Company's Name (attached).
Item 9: Voting on amending Article (3) of the company’s bylaws related to the Company's Head Office (attached).
Item 10: Voting on amending Article (6) of the company’s bylaws related to the Company's Duration (attached).
Item 11: Voting on amending Article (9) of the company’s bylaws related to the Shareholders register (attached).
Item 12: Voting on amending Article (10) of the company’s bylaws related to the Shares trading (attached).
Item 13: Voting on amending Article (11) of the company’s bylaws related to the Preference Shares (attached).
Item 14: Voting on adding an article to the company’s bylaws No. (12) related to the Issuance of Shares (attached).
Item 15: Voting on amending Article (12) of the company’s bylaws related to the Selling undervalued shares (attached).
Item 16: Voting on amending Article (13) of the company’s bylaws related to the Shares Transfer (attached).
Item 17: Voting on amending Article (14) of the company’s bylaws related to the Capital Increase (attached).
Item 18: Voting on amending Article (15) of the company’s bylaws related to the Capital Decrease (attached).
Item 19: Voting on amending Article (18) of the company’s bylaws related to the Company Management (attached).
Item 20: Voting on amending Article (19) of the company’s bylaws related to the Expiration or termination of membership in the Board of Directors (attached).
Item 21: Voting on amending Article (20) of the company’s bylaws related to the Expiration of the term of the Board of Directors, retirement of its members, or vacancy of membership (attached).
Item 22: Voting on amending Article (22) of the company’s bylaws related to the Board members' remuneration (attached).
Item 23: Voting on amending Article (23) of the company’s bylaws related to the Powers of the Chairman of the Board of Directors, his deputy, managing director, secretary and CEO (attached).
Item 24: Voting on amending Article (24) of the company’s bylaws related to the Board of Directors Meetings (attached).
Item 25: Voting on amending Article (25) of the company’s bylaws related to the Board of Directors Meetings and its resolutions (attached).
Item 26: Voting on adding an article to the company’s bylaws No. (29) related to the Board of Directors Subcommittees (attached).
Item 27: Voting on adding an article to the company’s bylaws No. (30) related to the Obligations of the board members (attached).
Item 28: Voting on amending Article (28) of the company’s bylaws related to the General assembly meeting of shareholders (attached).
Item 29: Voting on adding an article to the company’s bylaws No. (32) related to the Powers of the Ordinary General Assembly (attached).
Item 30: Voting on adding an article to the company’s bylaws No. (33) related to the Powers of the Extra Ordinary General Assembly (attached).
Item 31: Voting on amending Article (29) of the company’s bylaws related to the Call for the General assembly meetings (attached).
Item 32: Voting on adding an article to the company’s bylaws No. (35) related to the Record attendance of assemblies (attached).
Item 33: Voting on amending Article (30) of the company’s bylaws related to the Quorum for the Ordinary General Assembly meetings (attached).
Item 34: Voting on amending Article (31) of the company’s bylaws related to the Quorum for the Extra Ordinary General Assembly meetings (attached).
Item 35: Voting on adding an article to the company’s bylaws No. (44) related to the Auditor's obligations (attached).
Item 36: Voting on adding an article to the company’s bylaws No. (49) related to the Company losses (attached).
Item 37: Voting on adding an article to the company’s bylaws No. (50) related to the Company Responsibilities (attached).
Item 38: Voting on adding an article to the company’s bylaws No. (51) related to the Responsibility of board members (attached). |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the topics listed in the agenda of the General Assembly and raise relevant questions and inquiries.
Shareholders can vote remotely on the General Assembly Meeting’s agenda via (E-voting Service) of Tadawulaty, by clicking on the following link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered on the Tadawulaty services will be able to vote electronically on the items of the assembly’s agenda, starting from (01:00 AM) in the morning of Sunday 03 Shaban 1446 H corresponding to 02 February 2025, until the end of the assembly’s meeting time.
Noting that registration and voting in Tadawulaty services is available free of charge to all shareholders using the following link http://www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | Shareholders questions and inquiries regarding the items of the General Assembly can be forwarded via email investors@rasan.co |
| Attached Documents | |
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