Hi, it's Karen. Apologies for the delays.
No, no problem. It's okay. Okay. Shall we start?
Yeah, I think we should start now.
Very well. Okay. Okay. Do you have anyone who still needs to attend from the shareholders?
No, that's it. There's no one in the waiting room. We can start.
Okay. Very well. Good afternoon, everyone, and welcome to Micropolis Holding Company 2025 Extraordinary General Meeting. I'm Fareed Aljawhari, Chief Executive Officer and Director of Micropolis Holding Company, and I will chair today's meeting. I now call this meeting to order to begin. I would like to take this opportunity to introduce Ms. Wingy Chan of Loeb & Loeb LLP, who I have asked to be the secretary of this meeting and to record the minutes. Before considering this business to be taken up at this meeting, I would like Ms. Chan to report on the formal steps taken in connection with it.
Mr. Chairman, I previously presented the signed affidavit of an employee of V-Stock Transfer LLC, which states that the documents addressed to 19 registered shareholders of the company were first mailed on the 3rd of November 2025. A certified list of the holders of the ordinary shares of the company as of the record date was compiled by V-Stock Transfer LLC. The list sets forth each shareholder's address and holdings as they appear on the records of the transfer agent and on the company's stock ledger. According to this list, there were 34,888,447 ordinary shares issued and outstanding on the record date. Each outstanding ordinary share is entitled to one vote upon a poll vote on the matters presented to this meeting.
Okay. Thank you, Ms. Chan. I would like you to file the affidavit as the main proxy material in the company's minutes book with the minutes of this meeting. I hereby appoint Ms. Callan Smith from Advantage Proxy Inc. to act as the inspector of election of this meeting. She will distribute and collect the ballots and count the votes. Okay. Will the inspector now provide us with the count of the shareholders present in proxy and in person? Ms. Chan.
Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum of the meeting, being two shareholders entitled to vote and present in person or by proxy or corporate representative representing not less than one-third in nominal value of the total issued voting shares of the company. I'm in the process of completing a count of all shareholders present in person or by proxy and will render an exact report at the end of the meeting.
Good. Since two shareholders of record holding not less than one-third in nominal value of the total issued voting shares in the company are present in person or by proxy, I declare that the quorum is present. I propose with your consent that the notice for convening this meeting be taken as read. Okay. Okay. Since there is no objection, the notice for convening this meeting is taken as read. The first item of business today is the proposal to affect the name change of the company from Micropolis Holding Company to Micropolis AI Robotics. This is referred to as Proposal 1A. This proposal will be proposed as a special resolution so that the special resolution will be passed if approved by majority or of not less than two-thirds of the votes cast by the shareholders present and voting in person or by proxy at this meeting.
Is there any question on this proposal? Okay. Since there are no further questions, I now propose the special resolution as follows. It is hereby resolved as a special resolution that, subject to the proposed new name conforming with Section 30 of the Companies Act Revised of the Cayman Islands, the company change its name to Micropolis AI Robotics, and that the board of directors of the company be authorized to handle all actions as may be required to effect the change of name of the company. Okay. The second item of business today is the proposal for all references to the name Micropolis Holding Company as appearing in the amended and restated memorandum and articles of association of the company be replaced with the new name Micropolis AI Robotics. This is referred to as Proposal 1B.
This proposal will be proposed as a special resolution so that the special resolution will be passed if approved by a majority of not less than two-thirds of the votes cast by shareholders present and voting in person or by proxy at this meeting. Is there any question on this proposal? Okay. Since there are no further questions, I now propose the special resolution as follows. It's hereby resolved as a special resolution that all references to the name Micropolis Holding Company as appearing in the amended and restated memorandum of association and articles of association of the company be replaced with the new name Micropolis AI Robotics. Okay. The third item of business today is the proposal for the chairman to adjourn the extraordinary general meeting to a later date if necessary, if based upon the tabulated vote of the time of the meeting.
There are no sufficient votes to approve in the Proposal 1A and 1B. This is referred to as Proposal 2. This proposal will be proposed as an ordinary resolution so that the ordinary resolution will be passed if approved by a majority of the votes cast by the shareholders present and voting in person or by proxy at this meeting. Is there any questions on this proposal? Since there are no further questions, I now propose the ordinary resolution as follows. It is hereby resolved as an ordinary resolution that the chairperson of the extraordinary general meeting be directed to adjourn the extraordinary general meeting to a later date or days if necessary to permit further solicitation and vote of proxies. If based upon the tabulated vote at the time of the meeting, there are no sufficient votes approved, the Proposal 1A and 1B.
Is there any other matters to be brought before this meeting? Again? Okay. If not, I now call for the proposal. Now, I would like the inspector of election to complete here a report showing the final count of the ordinary shares represented here today in person and by proxy and the tally of votes cast in regards to the proposal.
Thank you. As the inspector of election, I hereby report that there are 20,429,191 ordinary shares entitled to vote represented at this meeting either in person or by proxy or by corporate representative, comprising 58.56% of the outstanding ordinary shares of the company. In voting for the Proposal 1A referred to earlier, I hereby report that 20,420,138 ordinary shares of the company were voted in favor of the Proposal 1A. That number of votes of shares constitutes not less than two-thirds of the votes of the shares of the company entitled to vote at this meeting, which were present in person or by proxy or corporate representative and were voted. Excuse me. In voting for the Proposal 1B referred to earlier, I hereby report that 20,420,122 ordinary shares of the company were voted in favor of the Proposal 1B.
That such number of votes of shares constitute not less than two-thirds of the votes of the shares of the company entitled to vote at this meeting, which were present in person or by proxy or by corporate representative and were voted. For procedural completeness, in voting for Proposal 2 referred to earlier, I hereby report that 20,378,622 ordinary shares of the company were voted in favor of Proposal 2. That such number of votes of shares constitutes not less than the majority of the votes of the shares of the company entitled to vote at this meeting, which were present in person or by proxy or by corporate representative and were voted.
Thank you. I declare that the special resolution I proposed in the notice of this meeting has been approved. Any other business? If there is no objection, as is there any? I hear someone. Okay. Okay. If there is no objection, as all the business of this meeting has concluded, we will now close the meeting. Hearing no objection, I declare this meeting closed. Okay.
Thank you, everyone.
Thank you. Thank you very much. I appreciate it. Thank you.
Thank you.