The Board of Directors of L’azurde Company for Jewelry Invites the Shareholders to The Ordinary General Assembly Meeting.
(The First Meeting)
L’azurde Company for Jewelry’s Board of Directors is pleased to invite its shareholders to participate the meeting of the General Assembly Meeting which will be held virtually through the Contemporary Technology. Please note that the voting on the agenda items of the GAM will be solely electronically through the Tadawulaty. Based on the Capital Market Authority resolution, the General Assembly Meetings of Shareholders should be held virtually through Contemporary Technology which allows shareholders to participate in the deliberation and vote, while the physical Meetings should be suspended until further notice. This resolution supports the efforts and precautionary measures to prevent the spread of Coronavirus (COVID- 19), and in continuation to enforce measures which prevent the spread of the COVID-19. The Company invites its shareholders to vote electronically in the general assembly where they have access to all agenda items subject to voting.
Introduction
The company's headquarters are in Riyadh, the second industrial area - Al-Kharj Road.
Google map link: https://goo.gl/maps/K2AVN9Z2VLs City and
Location
Wednesday 11 Shawwal 1441H Corresponding to 3 June 2020 Date
18:30 PM Time
Every shareholder registered in the Company’s share registry at the Securities Depository Center at the end of the trading session prior to the General Assembly meeting shall sign up his attendance and vote electronically through Tadawulaty as stipulated in the relevant rules and regulations
Attendance Eligibility
The quorum for holding the General Assembly shall be considered valid if attended by shareholders who represent at least 25% of Company’s share capital. If the required quorum has not been met, a second meeting will be held one hour from the time of the first meeting was supposed to convene. The second meeting shall be valid whatever the number of shares represented.
Quorum
1. To vote on the Board Report for the fiscal year ending 31st December 2019.
2. To vote on the Auditors Report for the fiscal year ending 31st December 2019.
3. To vote on the Financial Statements for the fiscal year ending 31st December 2019.
4. To vote on the appointment of external auditors from among the candidates recommended by the Audit Committee to audit the Company’s financial statements for the first, second, third quarter and the annual fiscal year 2020 and the first quarter of the fiscal year 2021 along with determining their fees. (attached)
5. To release Board of Directors members from liability for the fiscal year ending 31st December 2019.
6. To vote on the recommendation of the Board of Directors to appoint Mr. Khalifa Hassan Khalifa Al-Jalahma, a non- executive member of the Board of Directors from the date of his appointment on December 10, 2019, to complete the session of the Board until the date of the end of the current session on 25 April 2021, succeeding the previous member Mr. Sunil Bhilotra, a non-executive member. (CV attached)
7. To vote on the recommendation of the Board of Directors to appoint Mr. Bander Talaat Hamooh, an independent member of the Board of Directors from the date of his appointment on March 18, 2020, to complete the session of the Board until the date of the end of the current session on 25 April 2021, succeeding the previous member Mr. Sélim Chidiac, an executive member. (CV attached)
8. To voting on the Board’s decision to appoint Mr. Khalifa Hassan Khalifa Al-Jalahma, a non-executive member as a member of the audit committee starting from the date of December 10, 2019 until the end of the current committee’s term on April 25, 2021, succeeding of the former committee member Mr. Sunil Bhilotra, a non-executive member, Provided that the appointment is effective from the date of the recommendation decision issued on December 10, 2019 AD, and this appointment comes in accordance with the charter of the audit committee. (CV attached)
9. To vote on the Board of Directors’ remunerations and compensation for their membership (SR 1,485,500) for the fiscal year ending 31st December 2019.
10. To vote on the recommendation of the Board of Directors not to distribute dividends for the fiscal year ending December 31, 2019
11. To vote on the transaction and contract concluded between the Company and Mr. Brian Norman Dickie (Board of Directors Member) who has a direct interest. It consists of consultancy services agreement by an amount of SR (502,500) annually (attached)
12. To vote on authorizing the Board of Directors to distribute interim dividends to shareholders for the fiscal year 2020 on biannually or quarterly basis and determine the due and disbursement date in accordance with the regulatory rules and procedures issued in implementation of the Companies' law.
General Assembly Meeting Agenda
13. To vote on delegating to the Board of Directors the General Assembly’s powers stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year from the General Assembly’s approval, or until the end of the Board of Directors’ term whichever is earlier, in accordance with the terms stated in the Regulatory Rules and Procedures issued pursuant to the Companies Law related to listed joint-stock companies.
The shareholders registered in Tadawulaty services may vote on the items of the General Assembly agenda online starting from 10:00 AM on 31 May 2020 corresponding to 08 Shawwal 1441 and ends at the closure of the votes counting committee duty. Registration and voting shall be available free of charge in Tadawulaty services for all shareholders by using the following link:
www.tadawulaty.com.sa.
E-Vote
Eligibility to register the attendance for the Assembly meeting shall end prior to the commencement of the meeting.
Moreover, the right to vote on Assembly’s agenda for attendees ends at the closure of the votes counting committee duty.
Eligibility for Attendance Registration and Voting
We would like to draw our shareholders' attention that there will be a live broadcast where the shareholders will be able to present their questions to members of the Board of Directors and the External Auditors during the General Assembly Meeting.
Shareholders are also welcomed to submit their questions in advance of the meeting until Wednesday, 3 June 2020, 06:00 pm corresponding to 11 Shawwal 1441H by communicating with the Investor Relations Department through one of the following means
Email: [email protected] Tel:+966112651119Exit 304 Fax: + 966112656060 Method of
Communicati on
All information related to the agenda items of the General Assembly is available with the investor relations department at the company's headquarters and the company's website for review.
Additional Information
