| Element List | Explanation |
|---|---|
| Introduction | The Savola Group (the Group) is pleased to announce the results of the Extraordinary General Assembly Meeting (EGM) No. (36), which was held virtually via modern technology on Thursday, 12/12/2024 corresponding of 11/6/1446H (as per Umm Al-Qura Calendar) at 06:30 pm after satisfying the required statutory quorum for the EGM as per the Company’s bylaws and excluding 6,302,684 as treasury shares which have no voting rights as per regulations. |
| City and Location of the Extraordinary General Assembly's Meeting | Savola’s Headquarter in Jeddah, Al-Shati District – Savola Tower, and through Tadawulaty electronic voting services/systems, the EGM was held virtually as earlier announced. |
| Date of the Extraordinary General Assembly's Meeting | 2024-12-12 Corresponding to 1446-06-11 |
| Time of the General Assembly’s Meeting | 18:30 |
| Percentage of Attending Shareholders | 71.57% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board Members attended the meeting: |
1-Mr. Sulaiman A. Al Muhaidib (Chairman of the Board)
2-Mr. Bader A. Alissa (Vice Chairman of the Board)
3-Mr. Ahmed A. Al - Humaidan
4-Mr. Ahmed W. Al Qahtani
5-Mr. Bader H. Al Rabiah
6-Mr. Rakan A. Al Fadl
7-Mr. Esam M. Al Muhaidib
8-Mr. Fahad A. Al Kassim
9-Mr. Mohammed I. Alissa
10- Eng. Mutaz Q. Alazzawi
11- Mr. Waled A. Al Ghreri
The meeting was also attended by Mr. Waleed Khalid Fatani, Savola Group’s CEO
1-Mr. Fahad A. Al Kassim (Audit Committee Chairman)
2-Mr. Rakan A. AlFadl (Remuneration and Nomination Committee Chairman)
3-Eng. Mutaz Q. Alazzawi (Investment Committee Chairman)
- Reasons for the Capital Reduction: The reduction of share capital is due to it being in excess of the Company’s needs and to facilitate the distribution-in-kind of Savola’s entire stake in Almarai Company to the eligible Savola’s shareholders and optimize the Company’s capital structure. This adjustment will involve canceling shares followed by shareholders compensation to eligible Shareholders with a number of Almarai shares having fair value equivalent to the par value of the Company’s canceled shares after adjusting for fractional shares, if any. After the reduction, the remaining capital will be sufficient to meet the Company’s operational requirements.
- Method of Capital Reduction: Through cancelling (833,980,684) ordinary shares which is approximately 73.54% of the Company's share capital and a reduction ratio of approximately 0.7354 shares for each 1 share against the distribution of a number of Almarai shares (the Company’s assets), to Savola’s eligible shareholders, having fair value equivalent to the par value of the Company’s canceled shares after adjusting for fractional shares, if any. The number of Almarai shares is contingent on the market value of Almarai’s shares on Tadawul on the actual date of eligibility for distribution.
- Capital before Reduction: SAR 11,339,806,840
- Capital after Reduction: SAR 3,000,000,000
- Percentage of capital Reduction: 73.54%
- Effective date: The resolution of the of the reduction will be effective on the eligible company’s shareholders who own shares on the day of the EGM and who are registered in the company’s shareholders’ register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the EGM in which the capital reduction was decided.
- The total number of shares before the Capital Reduction 1,133,980,684 ordinary shares.
- The total number after the Capital Reduction: 300,000,000 ordinary shares.
- Savola shall compensate the Company's eligible shareholders for the Capital Reduction, by paying SAR 8,339,806,840 in the form of Almarai shares (the "Capital Reduction Compensation").
- The number of Almarai shares corresponding to this value depends on Almarai share price as on the actual date of eligibility for distribution.
- Amendment of Article (7) of the Company's bylaws regarding the Company’s share capital.
- Amendment of Article (8) of the Company's bylaws regarding (Subscribing to Shares).
2- Approval on the Board of Directors’ recommendation by 99.47% to distribute Savola Group entire stake in Almarai Company (“Almarai”) to Savola’s eligible Shareholders as an in-kind distribution, which consists of (345,218,236) ordinary shares representing 34.52% of the share capital of Almarai, which constitutes a significant transaction subject to the approval of the Company's shareholders in accordance with the Rules on the Offer of Securities and Continuing Obligations (the "Significant Transaction"), will be as follows:
- The distribution will be executed by distributing SAR 8,339,806,840 worth of Almarai shares (number of shares would be determined on the actual date of eligibility for distribution) as compensation resulting from the process of Savola's Capital Reduction; and distributing remaining Almarai shares held by Savola through retained earnings as dividends in-kind.
- The distribution will be conducted on a pro-rata basis, by reference to the percentage of shareholding in Savola held by each Shareholder. This percentage will be calculated by dividing the number of Almarai shares owned by Savola, amounting to 345,218,236 ordinary shares, by the total number of Savola shares amounting to 1,133,980,684 ordinary shares. Accordingly, 0.3044 shares in Almarai will be distributed for each Savola shares.
- The eligibility to the distribution is for Shareholders holding shares in Savola by the end of the trading day of the EGM.
- The Compensation (i.e., Almarai shares) for Eligible Shareholders resulting from the cancellation of shares and the Significant Transaction, will be deposited within (7) working days from the date of the EGM.
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.