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The National Shipping Co. of Saudi Arabia announces the results of shareholder extraordinary general assembly meeting approving company's capital Increase

June 23, 2014



ENP Newswire - 23 June 2014

Release date- 22062014 - The National Shipping Company of Saudi Arabia (Bahri) announces that it has held its Extraordinary General Assembly Meeting (EGM) on Thursday 21st of Shaban 1435H corresponding to 19th of June 2014G at 7:30 pm at Makarim Ballroom, Riyadh Marriott Hotel in Riyadh city, satisfying the required legal quorum for the EGM as per the Company Bylaws with a total attendance of (%59.78).

The EGM approved the item of the resolution by (%99.90) of the total present and represented votes eligible to vote as per the required regulations (including the shareholders who voted through the evoting system, which was made available for this EGM). Below is the item approved by the EGM

The approval of the merger of the fleet and operations of the Company and Vela as described in the Prospectus published by the Company on 25 May 2014 and all other matters relating to the Transaction including the approval of all the following:

First:

The payment of the agreed Consideration of SAR 4,875,000,000 (equivalent to US$1,300,000,000) subject to any Adjustments, pursuant to the terms of the Business and Asset Purchase Agreement, comprises:

i the payment of the Cash Consideration of an amount equal to SAR 3,122,812,500 (equivalent to US$832,750,000) to Vela, on the basis stated in the Prospectus.

ii the issuance of the 78,750,000 Consideration Shares as set out in further detail in the Second Clause below and

Second

Increase the Company's share capital from SAR 3,150,000,000 to SAR 3,937,500,000 (which represents an increase of 25% of the current share capital) through the issuance of 78,750,000 shares each with a nominal value of SAR 10. The company number of shares before the capital increase was 315,000,000 share and it will become 393,750,000 share after the capital increase. The Consideration Shares were valued under the terms of the Transaction at a price of SAR 22.25 per share (including a premium of SAR 12.25), with a total value of SAR 1,752,187,500 (equivalent to US$ 467,250,000) and are to be issued to Saudi Aramco Development Company (SADC) in order to satisfy part of the Consideration to be paid for the transaction. The Consideration Shares will be issued to SADC after completing the transfer of that number of Vela Vessels to the Company under the Transaction with an aggregate value equal to the value of the Consideration Shares.

If the transaction cannot be implemented as a result of a Force Majeure Event after the transfer of any of the Vela Vessels to the Company, but before completing the transfer of that number of Vela Vessels with an aggregate value equal to the value of the Consideration Shares, then the Capital Increase will be limited to the issuance of that number of shares (at a price of SAR 22.25 per share) equal in value to the aggregate value of the Vela Vessel(s) which have been transferred to the Company prior to the occurrence of the Force Majeure Event that resulted in the termination of the Transaction.

Third

Authorizing Mr. Abdulrahman Mohammad Al Mofadhi, the Chairman of the Board of Directors of the Company and Eng. Saleh Nasser Al Jasser, the Company's Chief Executive Officer, jointly or independently, to implement all the terms of the agreements pertaining to the Transaction, and any other relevant documents, and to sign and amend, on behalf of the Company, such agreements and documents, and delegate all or part of their powers and authorities to any member of the Board of Directors, any of the Company's officers or any third party.

Fourth

The approval to amend articles 4, 6, 7, 8, 10, 14, 15, 16, 17, 18, 20, 21, 22, 24, 30, 33, 34, 35, 36, 37 of the Company's Bylaws. (Please visit the Company website www.bahri.sa to view the text of the amended articles).

Fifth

Rearranging and renumbering the articles of the Bylaws in accordance with such amendments.


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Source: ENP Newswire


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