Yaqeen Capital 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 Yaqeen Capital Company is pleased to invite the esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), which is scheduled, God willing, to be held at 18:45 PM on Wednesday, May 14, 2025, via modern technology through the following link:
https://liqaa.com/agm_page/yaqeen-capital20250403 |
| City and Location of the Extraordinary General Assembly's Meeting | Riyadh – Al-Wurud District – Head Office (via modern technology only) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-05-14 Corresponding to 1446-11-16 |
| Time of the General Assembly’s Meeting | 18:45 |
| 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 issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. 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 | The quorum for holding the Extraordinary General Assembly Meeting, in accordance with Article (41) of the Company’s Bylaws is the presence of shareholders representing half of the voting shares of the company. |
| Meeting Agenda | 1. Review and discuss the financial statements for the fiscal year ending on 31/12/2024.
2. Review and discuss the Board of Directors' report for the fiscal year ending on 31/12/2024. 3. Vote on the company’s auditor report for the fiscal year ending on 31/12/2024 after discussion. 4. Vote on the disbursement of remuneration to the Board members in the amount of SAR 890,958.90 for the fiscal year ending on 31/12/2024. 5. Vote on the Audit Committee Charter. 6. Vote on the Nomination and Remuneration Committee Charter. 7. Vote on the discharge of the Board members from liability for the fiscal year ending on 31/12/2024. 8. Vote on the appointment of the company’s external auditor and the determination of their fees for the upcoming fiscal year. 9. Vote on the election of an Independent Board Member to fill the vacant seat from among the candidates for the current term, which started on 07/02/2024 and lasts for three (3) years, ending on 08/02/2027. (Candidates' résumés are attached). 10. Vote on the Board of Directors’ recommendation to increase the company’s share capital through the issuance of bonus shares to the company’s shareholders as follows: (a) The total amount of capital increase is SAR 105,000,000 million SAR. (b) The share capital before the change is SAR 150,000,000 and will become SAR 255,000,000 million SAR after the change, representing a 70% increase. (c) The number of shares before the change is 15,000,000 shares and will become 25,500,000 shares after the change. (d) The purpose of this capital increase is to expand the company’s operations, develop its services, and enhance growth opportunities. (e) The increase will be carried out by capitalizing SAR 105,000,000 million SAR. from retained earnings, through granting 0.7 bonus shares for each existing share. (f) Eligibility date shall be for shareholders who own shares on the day of the extraordinary general assembly and registered in the issuer’s shareholders register at (Edaa) by the end of the second trading day following the entitlement date. In the event of fractional shares, all fractions will be aggregated into a single portfolio for all shareholders, sold at the market price, and the proceeds will be distributed to eligible shareholders in proportion to their respective entitlements within a period not exceeding 30 days from the date of determining the new shares due to each shareholder. (g) Amendment of Articles 7 and 8 of the Company’s Articles of Association related to share capital. (Attached) 11- Voting on the amendment of Article (Ten) of the Company's Articles of Association, related to (Sale of Unfulfilled Shares). (attached) 12- Voting on the deletion of Article (Twelfth) of the Company's Articles of Association, related to (Trading of Shares). (attached) 13- Voting on the amendment of Article (Thirteen) of the Company's Articles of Association related to (the company's purchase of its shares). (attached) 14- Voting on the amendment of Article (Fourteen) of the Company's Articles of Association related to (Shareholders' Register). (attached) 15- Voting on the amendment of Article (Fifteen) of the Company's Articles of Association related to (Capital Increase). (attached) 16- Voting on the amendment of Article (Sixteen) of the Company's Articles of Association related to (Capital Reduction). (attached) 17- Voting on the amendment of Article (Seventeen) of the Company's Articles of Association related to (Company Management). (attached) 18- Voting on the amendment of Article (Eighteen) of the Company's Articles of Association, related to (termination or termination of membership of the Board). (attached) 19- Voting on the amendment of Article (Twenty) of the Company's Articles of Association related to (Remuneration of Board Members). (attached) 20- Voting on the amendment of Article (Twenty-second) of the Company's Articles of Association related to (Vacant position in the Board). (attached) 21- Voting on the amendment of Article (Twenty-fourth) of the Company's Articles of Association related to (Board Meetings). (attached) 22- Voting on the amendment of Article (twenty-fifth) of the Company's Articles of Association related to (Quorum of the Board Meeting). (attached) 23- Voting on the deletion of Article (Twenty-seven) of the Company's Articles of Association, related to (Formation of the Audit Committee). (attached) 24- Voting on the deletion of Article (Twenty-eighth) of the Company's Articles of Association related to (Quorum of the Committee Meeting). (attached) 25- Voting on the deletion of Article (Twenty-ninth) of the Company's Articles of Association related to (Competences of the Committee). (attached) 26- Voting on the deletion of Article (Article Thirty) of the Company's Articles of Association, related to (Committee Reports). (attached) 27- Voting on the amendment of Article (thirty-first) of the Company's Articles of Association related to (appointment of the auditor). (attached) 28- Voting on the amendment of Article (Thirty-second) of the Company's Articles of Association, related to (the powers of the Chairman, Deputy, Managing Director and Secretary). (attached) 29- Voting on the amendment of Article (thirty-third) of the Company's Articles of Association related to (Convening Assemblies). (attached) 30- Voting on the amendment of Article (Thirty-fourth) of the Company's Articles of Association, related to (voting in assemblies). (attached) 31- Voting on the amendment of Article (Thirty-Six) of the Company's Articles of Association related to (General Assembly Meetings of Shareholders). (attached) 32- Voting on the deletion of Article (Thirty-seventh) of the Company's Articles of Association related to (Specialization of the Ordinary General Assembly). (attached) 33- Voting on the deletion of Article (Thirty-eighth) of the Company's Articles of Association related to (Specialization of the Extraordinary General Assembly). (attached) 34- Voting on the deletion of Article (thirty-ninth) of the Company's Articles of Association related to (Attendance Record of Assemblies). (attached) 35- Voting on the amendment of Article (Forty) of the Company's Articles of Association related to (Quorum of the Ordinary General Assembly Meeting). (attached) 36- Voting on the amendment of Article (forty-first) of the Company's Articles of Association related to (Quorum for the Extraordinary General Assembly Meeting). (attached) 37- Voting on the amendment of Article (forty-two) of the Company's Articles of Association related to (General Assembly Resolutions). (attached) 38- Voting on the deletion of Article (forty-fourth) of the company's articles of association, related to (Chairing assemblies and preparing minutes). (attached) 39- Voting on the amendment of Article (forty-fifth) of the Company's Articles of Association related to (Powers of the Auditor). (attached) 40- Voting on the amendment of Article (forty-seven) of the Company's Articles of Association related to (Financial Documents). (attached) 41- Voting on the amendment of Article (forty-eighth) of the Company's Articles of Association related to (Distribution of Profits and Formation of Reserves). (attached) 42- Voting on the amendment of Article (fifty-first) of the Company's Articles of Association related to (Company losses). (attached) 43- Voting on the amendment of Article (fifty-third) of the Company's Articles of Association related to (Expiry of the Company). (attached) 44- Voting on the amendment of Article (fifty-fifth) of the Company's Articles of Association related to (Application of the Companies Law and its Regulations). (attached) 45- Voting on the deletion of Article (fifty-fifth) of the Company's Articles of Association related to (Final Provisions). (attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Esteemed shareholders have the right to discuss the items listed on the agenda of the Extraordinary General Assembly and to direct questions to the Board of Directors. Please note that voting through Tadawulaty services is available free of charge for all shareholders via the following link: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Esteemed shareholders can vote remotely on the agenda of the Assembly through the electronic voting service by visiting the official Tadawulaty website www.tadawulaty.com.sa. Please note that registration in the service and voting is available free of charge to all shareholders. Electronic voting will start at 01:00 AM on Sunday, May 11, 2025, corresponding to 13th of Dhul-Qi’dah, 1446 AH, and will end once the vote counting committee completes the vote counting process. |
| Method of Communication in Case of Any Enquiries | If you have any inquiries regarding the Assembly agenda items or any other questions, please contact Investor Relations at 0112114715 or via email at ir@yaqeen.sa. |
| Attached Documents | |
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