Thimar Development Holding Co. Invites Its Shareholders to the Extraordinary General Assembly Meeting including the reduction of the Company’s capital (The First Meeting) In person and through modern technological means

Element List	Explanation
Introduction	The Board of Directors of Thimar Development Holding Co. is pleased to invite the shareholders to participate and vote in the first meeting scheduled to be held at 7:15 pm on June 3, 2024 (in person and through modern technological means) in Riyadh at the company’s headquarters, Al-Orouba Street, next to the National Bank, as well as via modern technology using the Tadawulaty system
City and Location of the General Assembly's Meeting	The company's headquarters Riyadh - Olaya District -Orouba Secondary Road and near bank (SNB) through modern technology using Tadawulaty System
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2024-06-03 Corresponding to 1445-11-26
Time of the General Assembly’s Meeting	19:15
Methodology of Convening the General Assembly’s Meeting	Attendance in-person and 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 Extraordinary General Assembly Meeting shall be valid if it is attended by shareholders representing at least half of the capital and if there is no quorum necessary to hold the first meeting, the second meeting shall be held one hour after the expiry of the period specified for the first meeting, and the second meeting shall be valid if attended by shareholders representing at least one quarter of the capital.
General Assembly Meeting Agenda	1. Review and discuss the Board of Directors’ report for the financial year ending on December 31, 2023. 2. Review and discuss the financial statements for the fiscal year ending on December 31, 2023. 3. Vote on and discuss the company’s auditor’s report for the financial year ending on December 31, 2023. 4. Vote on appointing the company’s external auditor and determining his fees 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 ending on December 31, 2024 and the first quarter of the fiscal year 2025. 5. Vote 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. Vote 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 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
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right	Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. The shareholder has the right to discuss topics on the assembly’s agenda and ask questions
Details of the electronic voting on the Assembly’s agenda	Shareholders registered in Tadawulaty Services can vote electronically remotely on the items of the Assembly starting from (1:00) am 30-05-2024, until the end of the time of the Assembly, and registration and voting in Tadawulaty Services will be available and free of charge to all shareholders using the following link www.tadawulaty.com.sa.
Method of Communication in Case of Any Enquiries	Questions and inquiries of our valued shareholders will be received by directing them to Investor Relations by contacting them via phone: 0591616638 or by: boardsecretary@thimar.com.sa
Attached Documents