Jabal Omar Development Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase ( First Meeting )

Introduction
Jabal Omar Development Company (the “Company”) is pleased to announce the results of the extraordinary general assembly meeting that included the approval to increase the share capital of the Company (first meeting) held at 7:30pm on Thursday 27/01/1444H (corresponding to 25/08/2022G) through means of modern technology via Tadawulaty Platform, after completing the quorum for the validity of the assembly meeting.

City and Location of the Extraordinary General Assembly’s Meeting
Makkah – the company’s headquarters- by Means of Modern Technology.

Date of the Extraordinary General Assembly’s Meeting
2022-08-25 Corresponding to 1444-01-27

Time of the Extraordinary General Assembly’s Meeting
19:30

Percentage of Attending Shareholders
51.8 %

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. Saeed Mohammed Alghamdi (Chairman)

2. Mr. Thalib Ali Al-Shamarani (Vice Chairman)

3. Dr. Abdulraouf Mohammed Mannaa

4. Dr. Ahmad Othman AlQasabi

5. Mr. Hesham Abdulaziz Alzaid

6. Mr. Yasser Abdulaziz alkadi

7. Mr. Mohanned Saud Alrasheed

8. Mr. Abdulaziz Sulaiman Alrajhi

9. Eng. Mohammed Sultan AbuMelha

Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Names of Those Attending on their Behalf
The following Committees’ Chairmen attended the meeting:
1. Mr. Yasser Abdulaziz alkadi – Chairman of the Remuneration and Nomination Committee

2. Mr. Mohanned Saud Alrasheed – Chairman of the Audit Committee

Voting Results on the Items of the General Assembly’s Meeting Agenda’s
1. Approval of the board of directors recommendation to increase the Company’s share capital from nine billion two hundred ninety-four million (9,294,000,000) Saudi Riyals to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty (11,545,341,620) Saudi Riyals and as a result increasing the total issued shares from nine hundred twenty-nine million four hundred thousand (929,400,000) shares to one billion one hundred fifty-four million five hundred thirty-four thousand one hundred sixty two (1,154,534,162) shares, which represents an increase of 24.22% in the Company’s current share capital, for the purpose of converting the entire debt owned by the Company towards Alinma Makkah Real Estate Fund (the “Fund”) by issuing (0.442) new share in the Company to the Fund unitholders for each unit they own in the Fund (the “Transaction”) in accordance with Article (138)(b) of the Companies Law, Article (56) of the Rules on the Offer of Securities and Continuing Obligations, and pursuant to the terms and conditions of the transaction agreement entered into between the Company and the Fund manager (on behalf of the Fund) dated 1/9/1443H (corresponding to 2/4/2022G) (“Transaction Agreement”) as well as to approve other matters related to the Transaction, as per the following:
a) Approval of the terms of the Transaction Agreement;

b) Approval of the proposed amendments to the Company’s bylaws related to the Transaction;

c) Approval of the authorization of the current board of directors of the Company, or any person so authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions; and

d) Approval of the appointment of Mr. Mazen Fawaz Baghdadi as an independent member of the board of directors in the new position, as of the date of the general assembly’s approval until the end of the current board term on 29/6/2024G, and this appointment is considered as part of the Transaction conditions.

2. Approval of the business and contracts concluded between the Company and the Fund in which a number of directors have an interest in the Transaction namely Dr. Abdulraouf Mohammed Mannaa (in his capacity as the vice chairman of Sulaiman Al Rajhi Holding Company, which owns units in the Fund), Dr. Ahmad Othman AlQasabi (due to his direct ownership of units in the Fund), Mr. Hesham Abdulaziz AlZaid (in his capacity as a representative of the General Authority for Awqaf, which owns units in the Fund), Mr. Abdulaziz Sulaiman AlRajhi (in his capacity as a board member and a senior executive in Sulaiman Al Rajhi Holding Company, which owns units in the Fund), Mr. Mohanned Saud AlRasheed (due to his direct ownership of units in the Fund), and Mr. Mohammed Sultan AbuMelha (in his capacity as a representative of the General Organization for Social Insurance, which owns units in the Fund). The nature of the Transaction is increase the Company’s share capital from nine billion two hundred ninety-four million (9,294,000,000) Saudi Riyals to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty (11,545,341,620) Saudi Riyals and as a result increasing the total issued shares from nine hundred twenty-nine million four hundred thousand shares (929,400,000) to one billion one hundred fifty-four million five hundred thirty-four thousand one hundred sixty two (1,154,534,162), which represents an increase of 24.22% in the Company’s current share capital, for the purpose of converting the entire debt owned by the Company towards the Fund (in its capacity as the creditor) by issuing (0.442) new share in the Company to the Fund unitholders for each unit they own in the Fund.

Additional Information
The eligibility date for the new shares that will be issued as a result of the Transaction is 27/01/1444H (corresponding to 25/08/2022G).

Attachment
Press Release
Infographic