| Material information |
The Board of Directors of Al Mazaya Holding Company K.S.C.P. has convened on Tuesday 25/08/2026, at 01:30 PM where they approved the following items:
- The recommendation to the Extraordinary General Assembly to ratify the proposed merger contract through amalgamation between Al Mazaya Holding Company K.S.C.P. and Waterfront Real Estate Company K.S.C.C., whereby Al Mazaya Holding Company K.S.C.P. will be the merging company and Waterfront Real Estate Company K.S.C.C. will be the merged company, and to ratify all its annexes, including the Independent Investment Consultant’s consultation, the Assets Valuation Report prepared by the Independent Asset Valuator, and the shares swap rate which represents the consideration that the non-controlling shareholders of Waterfront Real Estate Company K.S.C.C. will receive, being (0.6917566 shares) of Al Mazaya Holding Company K.S.C.P. in exchange for (1) share of Waterfront Real Estate Company K.S.C.C., all of which shall be after obtaining all the required approvals from the relevant regulatory authorities.
- The recommendation to the Extraordinary General Assembly to approve the merger through amalgamation between Al Mazaya Holding Company K.S.C.P and Waterfront Real Estate Company K.S.C.C., where Al Mazaya Holding Company K.S.C.P. will be the merging company and Waterfront Real Estate Company K.S.C.C. will be the merged company, through the dissolution of Waterfront Real Estate Company K.S.C.C. and the transfer of its entire financial liability, including assets and liabilities, through amalgamation, which includes all its assets, rights, and obligations to Al Mazaya Holding Company K.S.C.P., and the cancellation of the legal personality of Waterfront Real Estate Company K.S.C.C. after completing the merger procedures, cancelling its license and deleting it from the records of the Department of Joint Stock Companies at the Ministry of Commerce and Industry, in accordance with the provisions of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and regulating the securities activity and its executive regulations and their amendments, and Law No. 1 of 2016 issuing the Companies Law and its executive regulations and their amendments, all of which shall be after obtaining all the required approvals from the relevant regulatory authorities.
- The recommendation to the Extraordinary General Assembly to approve increasing the capital of Al Mazaya Holding Company K.S.C.P. from KD 52,556,117.4 to KD 53,412,220.700, distributed over 534,122,207 ordinary shares, through an in-kind increase amounting to 8,561,033 shares, equivalent to an increase of approximately 1.6% of the Company’s total authorized, issued and paid-up share capital, by issuing and allocating 8,561,033 new ordinary shares at a nominal value of 100 fils per share and without a share premium, while having the current shareholders of Al Mazaya Holding Company K.S.C.P. (the merging company) give up their priority right in subscribing to the capital increase shares, provided that the entire capital increase shares are allocated to the non-controlling shareholders of Waterfront Real Estate Company K.S.C.C (the merged company)- other than the shares owned by Al Mazaya Holding Company K.S.C.P. in Waterfront Real Estate Company K.S.C.C and the treasury shares of the merged company, who are registered in the shareholders’ register of Waterfront Real Estate Company K.S.C.C as on the record date, with a share swap ratio of (0.6917566 share) of Al Mazaya Holding Company K.S.C.P. in exchange for (1) share of Waterfront Real Estate Company K.S.C.C, in addition to authorizing the Board of Directors and/or Executive Management to determine the timetable for stock entitlements for the implementation of the resolution to increase the Company’s capital in favor of the non-controlling shareholders of Waterfront Real Estate Company K.S.C.C, to amend the timetable for stock entitlements, and to take the necessary action in regards to shares fractions.
- The recommendation to the Extraordinary General Assembly to approve the continuation of trading the shares of Al Mazaya Holding Company K.S.C.P on Boursa Kuwait and the Dubai Financial Market after the merger process and announcing the merger process by publishing it on the website of Boursa Kuwait, Dubai Financial Market and in the Official Gazette and registering it in the company’s commercial registry.
- The recommendation to the Extraordinary General Assembly to approve the amendment of Article (5) of the Company’s Statute and Article (6) of the Articles of Association regarding the increase in the company’s capital as a result of the merger as follows:
Current Text:
The authorized, issued and paid-up share capital of the company has been set at KD 52,556,117.400 (Fifty-Two Million Five Hundred Fifty-Six Thousand One Hundred Seventeen Kuwaiti Dinars and Four Hundred Fils) distributed over 525,561,174 shares (Five Hundred Twenty-Five Million Five Hundred Sixty-One Thousand One Hundred Seventy-Four Shares) with value per share of 100 fils, and all shares are in cash.
Text after modification:
The authorized, issued and paid-up share capital of the company has been set at KD 53,412,220.700 (Fifty-Three Million Four Hundred Twelve Thousand Two Hundred Twenty Kuwaiti Dinars and Seven Hundred Fils), distributed over 534,122,207 shares (Five Hundred Thirty-Four Million One Hundred Twenty-Two Thousand Two Hundred Seven Shares).with value per share of 100 fils, and shares are in cash and in kind.
- Approve the draft agenda of the Extraordinary General Assembly. The date and agenda of the extraordinary general assembly to discuss the above items will be announced after obtaining the approval of the relevant regulatory authorities.
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