The prospectus determines the period of allocation of Shares to subscribers, and the date of transferring the compensation (if any).
This includes allocating the new shares resulting from the capital increase to the Registered Shareholders and investors who bought pre- emptive rights in the Exchange and then subscribe for relevant shares.
CHAPTER THREE: OPTIONS AVAILABLE TO REGISTERED SHAREHOLDERS AND NEW INVESTORS:
Article forty-five Clarification
A Registered Shareholder shall have the following options:
1) Exercise its right to subscribe for the entire pre-emptive rights deposited in its portfolio to maintain its shareholding percentage in the Company.
2) Sell the pre-emptive rights deposited in its portfolio or part thereof through the Exchange and receive the consideration
for such entire or partial sale.
3) Purchase additional pre-emptive rights through the Exchange, and all purchasers shall have the right to subscribe for the Shares during the subscription period in accordance to what is disclosed in the Prospectus.
4) Maintain its pre-emptive rights without any change, whether by selling them or exercising the right to subscribe for them, and in this case, the rump Shares resulting from not exercising such pre-emptive rights or selling them shall be offered during the rump offering period. The Registered Shareholder may not receive any consideration for such pre-emptive rights if the sale occurs in the rump offering period at the offer price.
Article forty-six Clarification
A new investor may purchase pre-emptive rights during the trading period and subscribe for such pre-emptive rights in accordance with the procedures set out in the prospectus. If it does not subscribe for such Shares before the end of the second subscription period, the rump Shares resulting from not exercising such pre-emptive rights or selling them shall be offered during the remaining rump offering period.
CHAPTER FOUR: PRE-EMPTIVE RIGHTS INDICATE VALUE:
Article forty-seven Clarification
The indicative value of the pre-emptive rights shall reflect the difference between the market value of the Company’s Shares during the trading period and the offer price regularly calculated and published by the Exchange on its website during the trading period.
The indicative value may also be published on websites of market information providers to enable investors to view the reference value upon entering orders.
The indicative value of the pre-emptive rights shall reflect the difference between the market value of the Company’s Shares during the trading period and the offer price. For example, if the share price was SR 45 (the amended price after the capital increase), and the offer price was ten riyals, then the indicative value equals to the share market price minus the offer price = SR 35. The market will calculate and publish the indicative value on its website continuously during the trading period in addition to market information providers to enable investors to view the reference value upon entering orders.
PART NINE: PROXY PROCEDURES FOR ATTENDING GENERAL AND SPECIAL ASSEMBLIES:
Article forty-eight Clarification
a) A shareholder in a Company may authorise, pursuant to a written proxy letter, another natural person, either from shareholders of the Company or others, provided that he is not a Board member or employee of the Company, to attend the
General Assembly or Special Assembly meetings and vote on its agenda items on his/her behalf. Such proxy letter must be in accordance with the proxy form attached to the meeting notice issued by the Company, which shall be in the form set out in Annex (1) and shall include the following information:
- full name of the authorising shareholder if he is a natural person, or its name according its commercial registration, or equivalent, if it is a legal person;
- name of the Company according to its commercial registration;
- Identification number if the shareholder is a natural person, or commercial registration number if it is a legal person, or equivalent;
- full name and identification number of the proxy;
- name and capacity of the proxy letter signatory, provided that a copy of the legal power of attorney is attached if the signatory is a legal agent;
In case the signatory is a legal agent of the assigning shareholder under a power of attorney before a notary, a copy of the said power of attorney shall be attached along with the proxy letter.
- date of proxy letter and period of validity; and
- type of assembly meeting for which the proxy letter is granted. State that the proxy letter is for attending the General or extraordinary Assembly or the Special Assembly.
b) Notwithstanding the information required in paragraph (a) of this Article, a shareholder may authorise another person, from shareholders of the Company or others, provided that he is not a Board member or employee of the Company, to attend the
The power of attorney is the authorization prepared before a notary in the kingdom of Saudi Arabia. The legal authorization is prepared before the competent authorities overseas or before the licensed
General Assembly or Special Assembly meetings on its behalf pursuant to a legal power of attorney, provided that such power of attorney shall explicitly state the representative’s right to attend General Assembly and Special Assembly meetings of the Company (as applicable) and vote on its agenda items.
notaries in the kingdom.
Article forty-nine Clarification
a) A shareholder who is a Saudi natural person or resident in the Kingdom, or a legal person duly established in the Kingdom, must attest his/her signature in the proxy letter by any of the following authorities:
1) chambers of Commerce and Industry if the shareholder is a member of the same, a company, or a legal entity;
2) a licensed bank or an Authorised Person in the Kingdom, provided that the authorising shareholder holds an account with the attesting bank or Authorised Person; or
3) Notary public orPersons licensed for attesting.
b) A shareholder who is a legal person established outside the Kingdom may send a proxy letter to the Company, attested by the Kingdom’s diplomatic authorities and embassy in its country and the Saudi Ministry of Foreign Affairs, specifying its representatives who have the right to attend the Company’s General Assembly or Special Assembly meetings on its behalf.
Such proxy letter must be sent to the Company within the first
This proxy letter is different from the authorization referred to in article 48 (A) for the attendance of the assignee is considered an attendance of the legal person itself and not by proxy.
three (3) months of the financial year or within one (1) month from the date of acquiring Shares in the Company. Such letter shall be deemed an official proxy letter which allows such representatives to attend General Assembly or Special Assembly meetings held within one (1) year from the date of the proxy letter. As an exception to the above, the qualified foreign investor may have the letter referred to in this paragraph attested by the assessing authorised person with whom he transacts, in accordance to the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities.
c) A shareholder who is a non-resident natural person may send a proxy letter to the Company, attested by the Kingdom’s diplomatic authorities and embassy in his/her country of residence, specifying his/her proxy who have the right to attend the Company’s General Assembly or Special Assembly meetings on his/her behalf, in accordance with Articles 51, 52, and 53 of these Rules and Procedures.
Article Fifty Clarification
The Company’s bylaws may determine a maximum number of shares that a single proxy may represent in attending meetings and vote on behalf of its holders. If the Company’s bylaws do not include such limitation, a single proxy may accept more than one proxy letter from the Company’s shareholders, attend meetings and vote on their behalf regardless of the number of shares he represents in a meeting, except
where the proxy is issued by a shareholder if he/she solely owns a number of Shares exceeding the maximum number determined in the bylaws.
Article fifty-one Clarification
Without prejudice to paragraph (b) of Article 48 of these rules and procedures, and unless otherwise stated in the proxy, a proxy letter must be to a specific General Assembly or Special Assembly meeting.
Such proxy shall be valid if a meeting is adjourned to a second or third meeting for failure to reach the quorum of the first meeting to which the proxy letter was issued.
Article fifty-two Clarification
It is prohibited for a shareholder (who is a natural person) to authorise another person in any of the following cases:
a) To attend the Company’s General Assembly or Special Assembly meeting on his/her behalf using contemporary technology.
b) To attend the Company's General Assembly or Private Assembly meeting on his/her behalf if the shareholder intends to personally attend the meeting at the same time through Contemporary Technology.
A shareholder shall choose whether to assign an agent to attend the meeting on his/her behalf or to attend the meeting via contemporary technology without assigning an agent.
The agent shall not represent the assigning shareholder by attending the meeting via contemporary technology.
Article fifty-three Clarification The shareholder or its proxy must deliver the original copy of the
proxy letter to the Company at least two days prior to the assembly meeting, and the proxy shall present the original proxy letter prior to the assembly meeting.
Article fifty-four Clarification
Any proxy letter issued in violation of the Part must be excluded and considered void. The Company may accept proxies that are not received within the period specified in Article 53 of these rules and procedures, provided that it is handed over to the Company prior to the close of the registration process of shareholders to attend the General Assembly or Special Assembly.
PART TEN: Rules of Authorisation For Businesses And Contracts That Are Executed For The Company's Account, In Which A Board Member Has Direct Or Indirect Interest:
Article fifty-five Clarification
The businesses and contracts that are executed for personal needs shall not be deemed as a direct or indirect interest that require an authorisation from the ordinary general assembly, provided that such businesses and contracts are carried out in the same conditions and settings followed by the company with all contractors and dealers, and
that such businesses and contracts must be within the normal course of the Company's activities.
Article fifty-six Clarification
a) The Ordinary General Assembly shall have the right to delegate the authorisation powers stipulated in paragraph (1) of Article 71 of the Companies Law to the company's Board of Directors, provided that the delegation is in accordance with the following conditions:
1. The total amount of business or contract or the total of the businesses and contracts during the fiscal year - is less than (1%) of the company's revenues according to the latest audited financial statements and less than 10 million Saudi Riyals.
2. The business or contract falls within the normal course of the Company's business.
3. The business or contract shall not include preferential terms to the Board members and shall be in accordance with the same terms and conditions followed by the company with all contractors and dealers.
4. The business or contract shall not be part of the business and consultation contracts which a board member carries out by a professional license for the company in accordance with Article 3 of these Regulations.
b) The board member shall be responsible for calculating the
business, stipulated in paragraph (1) above, (in which he has a direct or indirect interest during the same fiscal year).
c) The period for the delegation shall be a maximum of one year from the date of approval by the General Assembly to delegate its powers, stipulated in paragraph (1) of Article 71 of the Companies Law, to the company's Board of Directors, or until the end of the session of the delegated Board of Directors, whichever is earlier.
d) Any member of the Board of Directors shall not be allowed to vote on the items of delegation and the revocation (in the Ordinary General Assembly).
e) The Ordinary General Assembly shall have the right to add additional terms to the terms stated in this Article, provided that such terms are included in the conflict of interest policy referred to in Article 43 of the Corporate Governance Regulations.
Article fifty-seven Clarification
If the Ordinary General Assembly does not delegate the authorisation powers stipulated in Article 56 of these Rules and Procedures, or if the terms of authorisations powers are not fulfilled stipulated in paragraph (a) of Article 56 of these Rules and Procedures are not fulfilled, an authorisation must obtained from the Ordinary General Assembly on the business and contracts that are executed for the Company's account, and in which a board member has a direct or indirect interest.
Article fifty-eight Clarification An interest shall be considered indirect if the business and contract
executed for the company's account may result in financial or non- financial benefits to, but not limited to, the following categories:
1. The relatives of the board member.
2. A partnership, limited partnership or limited liability company where any board member or any of his/her relatives is a partner in it or among its managers.
3. A joint stock company in which a board member or any of his/her relatives, individually or collectively, own (5%) or more of its total ordinary shares.
4. An entity - other than companies - in which a board member or any of his/her relatives has ownership, or is managing it.
5. An entity or a company where a board member or any of his/her relatives is a member of its Board of Directors or a senior executive, except for the Company’s affiliates .
6. A legal person represented by a board member.
For the purposes of Implementing this Article, the meaning of the term
"Relatives" is as stipulated in the Corporate Governance Regulations.
Article fifty-nine Clarification
a) If the Board of Directors rejects granting the authorisation pursuant to Article (56) of these Rules and Procedures, the
member of the Board shall resign within a period specified by the Board of Directors; otherwise, his/her membership in the Board shall be deemed terminated, unless he/she decides to withdraw from such contract, transaction or competing venture or regularise his/her situation in accordance with the
Companies Law and its Implementing Regulations prior to the end of the period set by the Board of Directors.
b) If the Ordinary General Assembly rejects granting the authorisation pursuant to Article (72) of the Companies Law and Article (56) of these Regulatory Rules and Procedures, the member of the Board shall resign within a period specified by the General Assembly; otherwise, his/her membership in the Board shall be deemed terminated, unless he/she decides to withdraw from such contract, transaction or competing venture or regularise his/her situation in accordance with the
Companies Law and its Implementing Regulations prior to the end of the period set by the General Assembly.
PART ELEVEN: PUBLICATION AND ENTRY INTO FORCE:
Article sixty Clarification
These Rules and Procedures shall become effective upon their publication.