Dallah Healthcare Company invites its shareholders to attend the extraordinary general assembly meeting which includes the increase of the company’s capital (first meeting)
| Element List | Explanation |
|---|---|
| Introduction | Dallah Healthcare Company’s (“Dallah” or the “Company”) board of directors is pleased to invite the Company’s shareholders to the extraordinary general assembly meeting (the “EGM”) scheduled at 9:00 pm on Wednesday dated 12/09/1446H (corresponding to 12/03/2025G) which includes the increase of the Company’s capital (first meeting) remotely by means of contemporary technology using Tadawulaty platform. |
| City and Location of the Extraordinary General Assembly's Meeting | Through contemporary technology from the Company’s headquarter in Riyadh (using only Tadawulaty system). |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-03-12 Corresponding to 1446-09-12 |
| Time of the General Assembly’s Meeting | 21:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | As per the rules and regulations, any shareholder registered in the Company’s shareholders register at the Securities Depository Center Company (Edaa) as of the end of trading session preceding the EGM has the right to attend the EGM.
The right to register to attend the EGM ends at the time of convening the EGM. The attendees right to vote on the agenda items of the EGM ends upon the end of the vote tallying by the votes collection committee. |
| Quorum for Convening the General Assembly's Meeting | Pursuant to Article (33) of the bylaws, the EGM will be quorate if attended by shareholders representing at least half of the share capital. In case this quorum was 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 of the share capital. |
| Meeting Agenda | 1. Voting on the increase in Dallah’s capital from nine hundred seventy-six million eight hundred eleven thousand six hundred sixty (SAR 976,811,660) Saudi Riyals to one billion fifteen million seven hundred forty-seven thousand six hundred ninety (SAR 1,015,747,690) Saudi Riyal, and increasing the number of its shares from ninety-seven million six hundred eighty-one thousand one hundred sixty-six (97,681,166) ordinary shares to one hundred one million five hundred seventy-four thousand seven hundred sixty-nine (101,574,769) ordinary shares, representing an increase of 3.99% in Dallah’s current capital, to acquire (a) fourteen million six hundred eleven thousand six hundred (14,611,600) ordinary shares with a nominal value of ten (10) SAR per share in Al-Ahsa Medical Services Company, representing 97.41% of the shares in Al-Ahsa Medical Services Company; and (b) all shares in Al-Salam Medical Services Company, totalling twenty million (20,000,000) ordinary shares with a nominal value of ten (10) SAR per share from the seller, Ayyan Investment Company, in exchange for the issuance of three million eight hundred ninety-three thousand six hundred three (3,893,603) ordinary shares with a nominal value of ten (10) SAR per share, fully paid in accordance with the terms and conditions of the Share Purchase and Subscription Agreement, including approval of (a) the provisions of the Share Purchase and Subscription Agreement, and (b) the proposed amendments to Article (7) of Dallah’s bylaws regarding the capital increase (attached).
2. Voting on the amendment of the remuneration policy for Board members, subcommittees, and senior executives (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.
Registering and voting in Tadawulaty platform is free and available to all shareholders via 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 Saturday 08/09/1446H (corresponding to 08/03/2025G), until the end of the vote tallying by the votes collection committee. |
| Method of Communication in Case of Any Enquiries | For any further inquiries, please contact the Shareholders Relations Department during official working hours on the phone number: 0112995769 or via email: IR@dallahhealth.com |
| Additional Information | If Dallah’s EGM approves the first agenda item, and Ayyan’s ordinary general assembly approves the relevant resolutions regarding the acquisition transaction, and all other conditions were met, then the transaction will complete including the increase in Dallah’s capital. For more details about the transaction, its terms and conditions, and all matters related to it, including the related risks and the steps and procedures to complete the transaction, shareholders should refer to the Shareholders’ Circular to be published by the Company. Dallah stresses the importance of reviewing the Shareholders’ Circular in its entirety before making any decisions relating to the voting on the acquisition transaction.
In relation to the acquisition, Ayyan is not a related party to Dallah. As such, the transaction does not involve related parties. |
| Attached Documents | |
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