2370 · 16/05/2019 15:22:07 · Announcement #55042 · View on Saudi Exchange

Middle East Specialized Cables Co. announce to invite its shareholders to attend the Extraordinary General Meeting ( Third Meeting )

Element ListExplanation
Introduction The Board of Directors of the Middle East Specialized Cables (MESC), a Saudi joint stock company, is pleased to invite its respected Shareholders to attend the 7th Extraordinary General Assembly (Third Meeting), to be held, God willing, Monday 18:30, 07/10/1440H (corresponding to 10/06/2019), at the Company's Head Office located at the King Abdulaziz District, Salahudeen Al-Ayoubi St. (Sitteen), Riyadh (location link attached https://goo.gl/maps/795PRuAKXMU2), to consider the following agenda;
City and Location of the General Meeting at the Company's Head Office located at the King Abdulaziz District, Salahudeen Al-Ayoubi St. (Sitteen), Riyadh
Hyperlink of the meeting location No English translation, kindly refer to the Arabic version
Date of the General Meeting 2019-06-10 Corresponding to 1440-10-07
Time of the General Meeting 18:30
shareholding Eligibility to attend general assembly meeting Each Shareholder registered in the Company Shareholders’ Register held at the Securities Depository Center at the end of the trading session preceding the Assembly Meeting, shall be entitled to attend the Assembly Meeting as per relevant laws and regulations, noting that the right to register attendance for the Assembly Meeting shall end at the time of holding the Assembly Meeting, while the right to vote on the Assembly Meeting agenda items for the attendees shall expire when the committee assigned to canvass votes ends canvassing.
Quorum as percentage of shareholding A meeting of the Extraordinary General Assembly shall be valid for any number of shares attended.
General Meeting Agenda 1.Voting on the Directors' Report for the financial year ended on December 31, 2018.

2.Voting on the Company financial statements for the financial year ended on December 31, 2018.

3.Voting on the Auditors' Report for the financial year ended on December 31, 2018.

4.Voting on selecting Company auditor from among auditors nominated by the Audit Committee, to audit the financial statements of the second, third, fourth, and annual quarters of the financial year 2019 and the first quarter of the financial year 2020 and determining his remuneration.

5.Voting on releasing Board of Directors from liability for managing the Company for the year ended on December 31, 2018.

6.Voting on the contracts and transactions to be made and carried out between the Company and the Middle East Fiber Cable Manufacturing Co. (MEFC) in which the MESC Chairman Eng. Abdulaziz Mohammed Alnamlah (Non-Executive Director) and Board Director Eng. Mohammed Abdulaziz Alnamlah (Non-Executive Director) have direct interest; namely buying optical fiber cables and authorizing same for a coming year, taking into account that the value of the transactions made in 2018 was SAR 2,418,936 without any preferred conditions (attached).

7.Voting on the contracts and transactions to be made and carried out between the Company and the Middle East Fiber Cable Manufacturing Co. (MEFC) in which the MESC Chairman Eng. Abdulaziz Mohammed Alnamlah (Non-Executive Director) and Board Director Eng. Mohammed Abdulaziz Alnamlah (Non-Executive Director) have direct interest; namely providing services and businesses, and authorizing same for a coming year, taking into account that the value of the transactions made in 2018 was SAR 631,797 without any preferred conditions (attached).

8.Voting on the contracts and transactions to be made and carried out between the Company and Contractors Services Co. in which MESC Chairman Eng. Abdulaziz Mohammed Alnamlah (Non-Executive Director) and Board Director Eng. Mohammed Abdulaziz Alnamlah (Non-Executive Director) have direct interest; namely selling cables, without any preferred conditions, and authorizing same for a coming year, taking into account that the value of the transactions made in 2018 was SAR 690,344 (attached).

9.Voting on the Audit Committee formation for the coming term starting on 02/07/2019 for three years ending on 01/07/2022 and its duties, functions, controls of procedures, and remuneration of its members who are 1- Mr. Yahya Ibrahim Alqunaibit, 2- Eng. Suliman Mohammed Alnamlah, 3- Mr. Aziz Mohammed Algahtani (attached).

10.Voting on amending Article (17) of the Company Articles of Incorporation related to the number of Board Members; by lowering Members of the Board from 9 (nine) to (7) Members as of the next Board term starting on 02/06/2019 for three years ending on 01/07//2022 (attached).

11.Voting on selecting Board Members from among nominees for the coming term starting on 02/07/2019 for three years ending on 01/07/2022 (attached).

12.Voting on amending Article (24) of the Company Articles of Incorporation related to the Board meeting quorum (attached).

13.Voting on amending Article (3) of the Company Articles of Incorporation related to the Objectives of the Company (attached). proxy details form E-Vote Shareholders registered in Tadawulaty may remotely vote on the Assembly agenda items starting on 10am Saturday 05/10/1440H (corresponding to 08/06/2019) until 4pm on the day the Assembly Meeting is held. Registration and voting in Tadawulaty shall be available and free of charge for all Shareholders using the following link: www.tadawulaty.com.sa. For inquiries, please call Investor Relations on phone No. 0114767373 / email: IR@mesccables.com. Additional Information Each Shareholder shall be entitled to deputize another person (not from among Board Members or Company staff) to represent him in attending the Assembly Meeting under a written authorization, provided that the original authorization brought to the meeting is attested by the Chamber of Commerce whenever the Shareholder is a member therein, or if the Shareholder is a company or a corporate body, by any licensed bank, or an Authorised Person in the Kingdom, provided that the principal must have an account at the bank or the attesting Authorised Person, or a notary public or a person authorized to carry out notarial transactions. The Shareholder or agent must furnish the Company with a copy of such authorization at least two days before the date set for holding the Attached Documents

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