Depa PLC (Company), the leading global interior solutions group, held its Extraordinary General Meeting (EGM) electronically via web application at 13:00 on Friday, 11 March 2022.
The following ordinary resolutions were approved by the shareholders:
Resolution 1
THAT, in accordance with article 36(3) of the DIFC Law No. 5 of 2018 (the "Companies Law") and article 2.2(c) of the Company's articles of association (the "Articles of Association") the directors of the Company be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to:
The authority granted under this Resolution shall expire at the earlier of the Company's next general meeting revoking such authority, and the fifth anniversary of the date on which this Resolution is passed, save that the Company may, before this authority expires, make an offer or enter into an agreement which would or might require Ordinary A shares to be allotted or rights to subscribe for Ordinary A shares to be granted and the directors of the Company may allot Ordinary A shares or grant rights to subscribe for Ordinary A shares (and allot Ordinary A shares in satisfaction of the exercise of such rights) in pursuance of that offer or agreement.
Resolution 2*
THAT, the waiver of the mandatory bid requirement on the Public Investment Fund of the Kingdom of Saudi Arabia ("PIF") to make an offer under Rule 4.1.1 of the Takeover Rules module of the DFSA Rulebook (the "TKO") as a result of the allotment and issuance to PIF of the Subscription Shares upon completion of the subscription agreement entered into between the Company and PIF dated 10 February 2022 ("Completion"), and upon any Warrant Shares being issued to PIF thereafter in accordance with the terms of such subscription agreement and the warrant instrument to be entered into by the Company and PIF pursuant thereto be and is hereby approved.
Resolution 3
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Fadi Adel AlSaid shall be appointed as a Director of the Company with effect from Completion.
Resolution 4
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Muteb bin Mohammed Al Shathri shall be appointed as a Director of the Company with effect from Completion.
Resolution 5
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Sadhak Bindal shall be appointed as a Director of the Company with effect from Completion.
Resolution 6
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Naif bin Saleh Al Issa shall be appointed as a Director of the Company with effect from Completion.
Resolution 7
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Mohammed bin Turki Alsudairy shall be appointed as a Director of the Company with effect from Completion.
Resolution 8
THAT, in accordance with article 12.2 of the Articles of Association and subject to the adoption of Resolution 10, Faisal bin Hassan Al Areefi shall be appointed as a Director of the Company with effect from Completion.
The following special resolutions were approved by the shareholders:
Resolution 9
THAT, subject to the passing of Resolution 1, and pursuant to the waiver by the shareholders of the rights under Article 40 of the Companies Law and Article 2.3 of the Articles of Association for the purposes of the issuance of the Subscription Shares and the Warrant Shares, that the directors of the Company be and they are hereby empowered to allot equity securities (as defined in Schedule 1 of the Companies Law) of the Company for cash pursuant to the authority conferred by Resolution 1 above as if Article 40 of the Companies Law and article 2.3 of the Articles of Association did not apply provided that this power shall be limited to up to an aggregate nominal amount of US$1,022.829158. This power, unless renewed, extended, varied or revoked by the Company in a general meeting, shall expire on the fifth anniversary of the date on which this Resolution is passed. The Company may, before this authority expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the directors may allot equity securities pursuant to that offer or agreement.
Resolution 10
THAT, subject to the passing of Resolutions 1, 2 and 9, with effect from the conclusion of the EGM, the draft articles of association attached to this resolution be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association, for the purpose of (i) creating a new class of shares designated as "Ordinary A shares" (each having the rights and restrictions prescribed therein) and (ii) increasing the Company's authorised share capital to two billion one thousand one hundred Dollars (US$2,000,001,100) divided into five billion (5,000,000,000) Ordinary Shares of US$0.40 each and one billion one hundred million (1,100,000,000) Ordinary A Shares of US$0.000001 each; (iii) increasing the maximum number of directors of the Company from nine to 11; and (iv) facilitating the conduct of virtual general meetings of the Company.
*Resolution 2 was proposed as an ordinary resolution for voting only by the independent shareholders of Depa. At the date of the Virtual EGM, all Shareholders of Depa were independent.
Depa PLC
Tel: + 971 (0) 4 821 6666
David Holiday, Group Chief Legal Officer & Company Secretary
Link Market Services (EMEA) (DIFC) Ltd
Tel: +971 (0) 4 401 9983
Victoria Keenan, Account Director
For more information, please refer to the corporate website: www.depa.com
Notes to editors:
Depa is a strategic management company specialising in global interior solutions. Depa’s key business units hold leading positions in their respective markets: Vedder, Depa Interiors and the Deco Group. Employing thousands of people worldwide, the Group’s operations are centred on two regional hubs: Europe and the Middle East.
Depa’s mission, shared by each of its key business units, is to deliver sustainability, profitability and performance for its clients, shareholders and employees. The Group’s five core values are integral to everything Depa does: transparency, integrity, accountability, professionalism and exceptional service.
Depa PLC is listed on the Nasdaq Dubai (DEPA: DU) and is headquartered in Dubai, United Arab Emirates.
Cautionary statement:
This document may contain certain 'forward looking statements' with respect to Depa's financial condition, results of operations and business and certain of Depa's plans and objectives with respect to these items. By their very nature, forward looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events, and depend on circumstances, which may occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All written or verbal forward looking statements, whether made in this document or made subsequently, which are attributable to Depa or any other member of the Group or persons acting on their behalf are expressly qualified on this basis. Depa does not intend to update any such forward looking statements.
