CERTIFICATIONS & AWARDS – Page 16

SAUDI CABLE COMPANY INVITES ITS SHAREHOLDERS TO ATTEND THE 23^rd EXTRAORDINARY GENERAL ASSEMBLY (EGA) MEETING (THIRD MEETING)

The Board of Saudi Cable Company is pleased to invite the Shareholders of the Company to attend the 23^rd Extraordinary General Assembly Meeting (Third Meeting) which will be held at the Companys Head-office in Jeddah – Industrial Zone – Phase 2 (Link for the place of meeting: http://www.saudicable.com/contact/), on Sunday, 27/04/1439H corresponding to 14/01/2018G at 6:30 pm to consider the following agenda:

Voting on the financial statements for the year ending 31/12/2016.
Voting on BOD Report of the year 2016
Voting on the Auditors’ Report for the financial year ending 31/12/2016.
Voting on the absolving of the Board of Directors from liability for the year ending 31/12/2016.
Voting on the appointment of the Board Directors from the nominees of the next term which will start from the date of convening the Assembly and for the period of three years.
Voting on the Board recommendation to appoint Mr. Moyassar Anwar Nowailati as a Board Director starting from 31/07/2017 in replacement of the resigned Director Eng. Abdullah M. Rehaimi to complete the term of his ancestor in the current term of the Board.
Voting on the Board recommendation to appoint Mr. Dionysius Metzemaekers as a Board member starting from 17/08/2016 in replacement of the resigned Director Mr. Salih E. AlHussaini to complete the term of his ancestor in the current term of the Board.
Voting on the approval of the Board findings from 03/09/2017 to the date of convening the Assembly.
Voting on the works and contracts to be made between the Company and XECA International Information Technology and obtaining license thereof for one coming year, and in which the Board director Yousef A. Alireza has an interest – these are: expenses incurred by the Group – term of dealing is one renewable year from the date of convening the Assembly – dealing amount is SR 5,292,000, noting that there are no preferential terms.
Voting on the works and contracts to be made between the Company and Midal Cables and obtaining license thereof for one coming year, and in which the Board director Diony A. Metzemaekers and Willi G. Varella has an interest – these are: (purchases of Aluminum rods and received profits, remunerations of the Board directors and other expenses) – term of dealing is one renewable year from the date of convening the Assembly – dealing amount is SR 73,078,000, noting that there are no preferential terms.
Voting on the works and contracts to be made between the Company and Xenel Industries and obtaining license thereof for one coming year, and in which the Board directors Khalid A. Alireza and Yousef A. Alireza has an interest – these are: common expenses as per charge related to expenses of consultants, legal advisors and other expenses – term of dealing is one renewable year from the date of convening the Assembly – dealing amount is SR 2,820,000, noting that there are no preferential terms.
Voting on the works and contracts to be made between the Company and Hidada Limited Company and obtaining license thereof for one coming year, and in which the Board directors Khalid A. Alireza, Yousef A. Alireza and Adnan A. Maimani has an interest – these are: Sale of goods – term of dealing is one renewable year from the date of convening the Assembly – dealing amount is SR 143,000, noting that there are no preferential terms.
Voting on the recommendation for the Board to appoint an external auditor from the proposals submitted to the Company to audit the final annual accounts and the quarterly financial data (for Q1, Q2, Q3 and Q4 and the final annual accounts and financial data from 2017 up to Q1-2018) providing Zakat services and to determine his fees.
Voting on the amendment of the Companys Bylaws to conform with the Companies law issued pursuant to the royal decree no. (M/3) dated 28/01/1438H.
Voting on the amendment of the Bylaws by amending article (3) related to the Companys Objects by adding a new paragraph (g) for the Companys Objects.
Voting on the amendment of the Bylaws by amending article (4) related to the Participation and Ownership in Companies. (attached).
Voting on the amendment of the Bylaws by amending article (9) related to the Preference Shares. (attached).

Voting on the amendment of the Bylaws by amending article (18) related to the Powers of the Board of Directors.
Voting on the amendment of article (19) of the Companys Bylaws related to the Remuneration of the Board Directors.
Voting on the amendment of article (20) of the Companys Bylaws related to the Chairman, Vice Chairman, Managing Director and the Secretary.
Voting on the amendment of article (21) of the Companys Bylaws related to the Board Meetings.
Voting on the amendment of article (22) of the Companys Bylaws related to the Quorum of the Meeting and Representation.
Voting on the formation of the Audit Committee for the new term and to specify its functions, work guidelines, term of its membership and the remunerations of its members, which will start from the date of convening this Assembly up to the expiry of the term of the Board on 17/10/2020, and the nominees of Audit Committee are:

Adnan A. Maimani.
Mohamed Ashraf Tombi.
Ziyad Saad Tayyara.

Voting on the approval of the policies, standards and procedures of the membership of the Board of Directors.

The 23rd Extraordinary General Assembly Meeting (Third Meeting) shall be valid regardless of the number of the shares represented therein.

Shareholders willing to attend The 23rd Extraordinary General Assembly Meeting (Third Meeting) shall arrive at the meeting place before an adequate time to finalize the registration procedures.

Each shareholder willing to attend the meeting shall bring national ID (for Saudis) and Iqama (for non-Saudis).

Each shareholder is entitled to attend the Assembly meeting in person or by proxy provided that the shareholder shall be registered in the Companys shareholders register at the Financial Securities Depository Center (the Depository Center) by the end of deliberations session prior to the General Assembly Meeting and in accordance with the laws and regulations. Shareholders who can not attend the meeting can authorize another person (pursuant to a written authorization according to the enclosed format), provided that the proxy shall be other than the Boards Directors or the Companys staff and the authorization shall be certified by one of the approved parties which are:

The Chambers of Commerce & Industry if the shareholder was a member thereof or if the shareholder was an owner of a company or a legal entity.
The Saudi banks provided that the authorizer has an account at the bank, or the authorized person performing certification.
Notary Public or the licensed persons for attestation work.

Noting to submit a copy of the aforesaid authorizations to the Companys head office at the following address:

O. Box 4403, Jeddah 21491 – Shareholders Department or via Fax No. 012-6352220 two days at least from the date of convening the Assembly meeting, and the proxy shall present the original authorization before convening the Assembly meeting. Also, we would like to indicate that the shareholders registered on Tadawulaty services can vote online on the items of the Assemblys agenda by using the following link: (http://www.tadawulaty.com.sa) noting that the registration and voting via Tadawulaty services is available for free for the all shareholders. The time for online voting will start on 23/04/1439H corresponding to 10/01/2018G at 10:00 am and will end at 4:00 pm at the same day of convening the Assembly.

Authorization Form

I, the undersigned / …………….., Saudi national, as per ID no. …………… issued in ………… In my personal capacity as ……… and the owner of ……. Shares of Saudi Cable Company which is a Saudi Joint Stock Company as per the Commercial Register No. 4030009931, hereby assign Mr./ ……………., holding ID No. ……to attend on my behalf the 23^rd Extraordinary General Assembly Meeting which will be held at the Company’s head office located at the Industrial Zone in Jeddah at …… on …/…./ 1438H and I have authorized him to vote in my name on the all subjects listed in Extraordinary General Assembly Meeting’s agenda and to sign on my behalf for the all related decisions and documents thereof and this authorization shall be valid for this meeting or any next meeting in case this meeting is postponed.

Issued on: …/…./ 1438H

Name: ……………… Signature: ……………………

Authentication on the signature has been made.

N.B.: Please send the Authorization with the copies of the required documents either by fax or registered mail two days before the date of the meeting on the following address:

O. Box 4403, Jeddah 21491 – Kingdom of Saudi Arabia

Tel: 012-6087220, Fax: 012-6370023 or 012-6352220

Email: msheheween@saudicable.com

Saudi Cable Company – Shareholders Department

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