The Board of Directors of Jana Medical Company (a closed joint stock company) is pleased to invite the honorable shareholders of the company to attend the meeting of the Extraordinary General Assembly, which is scheduled to be held – God willing – at (11:00) eleven in the morning on (Thursday) on 01/09/1445 AH (corresponding to 07/27/2023 AD) – which will be held at the company’s main headquarters in the city (Riyadh) address (Al-Sahara Al-Mughrabi Street – Al-Nafl District – Riyadh) and via modern means of communication Zoom, in order to consider the following agenda:
Agenda of the Extraordinary General Assembly:
First, to vote on the recommendation of the Board of Directors to convert the company from a closed joint stock company to a public joint stock company. The transformation is accompanied by an increase in its capital through public subscription according to the following:
Transformation method: Approving the registration and listing of all the company’s shares in the parallel market “Nomu”, and approving the increase of the company’s issued capital from twenty-five million seven hundred thousand (25,700,000) Saudi riyals to thirty-two million, one hundred and twenty-five thousand (32,125,000) Saudi riyals. Through the issuance of six hundred and forty-two thousand five hundred (642,500) new shares, with a nominal value of (ten) 10 Saudi riyals per share, all of which are ordinary shares in exchange for cash shares, so that they are offered for public subscription in the parallel market “Nomu on new shareholders from the categories of qualified investors” and pay Its value in cash through subscription is conditional on the approval of the Capital Market Authority “the Authority” and the Saudi Tadawul Company “Tadawul” and any other required approvals, provided that the issuance premium and the final offering of the capital increase shares are determined through the initial public offering process in the parallel market “Nomu”. The new shares (the offering shares)
(20%) of the company’s issued capital after the capital increase (which represents (25%) of the company’s issued capital before the capital increase.
Shares trading mechanism: In the event that the Authority approves and trades on the company’s request, shareholders who own less than (5%) will be able to trade their shares immediately after listing. Major shareholders who own (5%) or more of the company’s shares may not trade in their shares except after the expiration of the ban period (twelve months) in accordance with the requirements of the Authority, and the trading platform for the company’s shares listed in the parallel market will be available only to qualified investors.
Procedures: To vote on authorizing the Board of Directors to take all necessary measures to complete the process of converting the company into a public shareholding company and to represent the company before the Authority and trade in everything related to that. related to offering and listing request, including the prospectus, carrying out all purposes related to the Capital Market Law and its relevant implementing regulations, rules for offering securities, continuing obligations and listing rules, carrying out all necessary actions and procedures before all governmental and private agencies and signing all documents and applications to fulfill the statutory requirements necessary to complete The process of registering and listing shares and offering part of them in the parallel market.
Second: To vote on suspending the priority right of shareholders to subscribe to increase the issued capital in exchange for cash shares mentioned in the first item above, and to grant the priority right to non-shareholders to enable the company to offer new shares for public subscription.
Third: To vote on amending Article (7) of the company’s articles of association regarding the company’s capital to reflect the increase in the issued capital of the company mentioned in the first item above, in the attached form.
Fourth: To vote on amending Article (8) of the company’s articles of association regarding subscription to shares to reflect the increase in the issued capital of the company mentioned in the first item above, in the attached form.
Accordingly, every shareholder of the company has the right to attend the meeting of the assembly and has the right to delegate whomever he chooses other than members of the board of directors.
Quorum required for the Extraordinary General Assembly: The Extraordinary General Assembly meeting is valid if attended by shareholders representing at least half of the capital. If the necessary quorum for holding this meeting is not available, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by shareholders representing at least a quarter of the capital.