Article (3) Company Objectives:
Following are the Company’s oobjectives:
1.
Establish, manage, operate and maintain central markets, commercial and residential compounds, furnished apartments, restaurants, hotels, fuel stations, and tourist products.2. Wholesale and retail trade in cars and their spare parts, agricultural crops, livestock, foodstuffs, fish, meat, fabrics, textiles, leather products, household tools, building materials, tools, equipment, electrical, electronic and mechanical devices, machinery and spare parts, perfumes, cosmetics, antiques, gifts, shoes, ready-made garments, blankets, sheets, towels, traditional jewelry, baby supplies and tools Sewing, bags, bags, plastic products, sports equipment, decorative materials, false ceilings, detergents, fertilizers, pesticides, construction materials, sanitary tools, air conditioners of all kinds and their spare parts, children’s non- fireworks, computers, computer programs, equipment and devices.
Equipment and devices for wire communications, tools, furniture, silverware, crystal, watches, glasses, stationery, books, publications, decoration materials, cardboard materials, advertising materials, prefabricated concrete panels, blocks and pipes.
3. Cooked and uncooked food services.
4. Computer services (application systems - databases)
5. Establishing, organizing, and managing temporary and permanent exhibitions.
6. General contracting for buildings, electrical, electronic, and mechanical works.
7. Operation and maintenance of electrical, mechanical, and electronic machines and devices.
8. Management, maintenance, and development of real estate.
9. Establishment of agricultural projects and fish farming and marketing.
10. Electronic installation works.
11. Establishment, management, operation, and maintenance of factories.
12. Maintaining, cleaning and operating cars and their spare parts and renting them.
13. Transport, travel, tourism and freight services.
Article (3) Company Objectives:
Following are the Company’s oobjectives:
1. Establish, manage, operate and maintain central markets, commercial and residential compounds, furnished apartments, restaurants, hotels, fuel stations, and tourist products.
2. Wholesale and retail trade in cars and their spare parts, agricultural crops, livestock, foodstuffs, fish, meat, fabrics and textiles, leather products, household appliances, building materials, tools and equipment, electrical, electronic and mechanical devices, equipment, machinery and their spare parts, perfumes and cosmetics, Antiques and gifts, shoes, ready-made clothing, blankets, sheets and towels, traditional jewelry, baby supplies, sewing tools, bags and bags, plastic products, sports tools, decoration materials, false ceilings, detergents, fertilizers, pesticides, construction materials, sanitary ware, air conditioners of all kinds and their spare parts.
Non-fire children’s toys, computers and computer programs, equipment, devices, equipment and devices for wire communications, tools and furniture, silverware and crystal, watches and glasses, stationery, books, publications, decoration materials, cardboard materials, advertising materials, prefabricated concrete panels, blocks and pipes e-commerce and delivery services.
3. Cooked and uncooked food services.
4. Computer services (applied systems - databases).
5. Establishing, organizing and managing temporary and permanent exhibitions.
6. General contracting for buildings, electrical, electronic and mechanical works.
7. Operation and maintenance of electrical, mechanical and electronic machines and devices.
8. Management, maintenance and development of real estate.
9. Establishment of agricultural projects and fish farming and marketing.
10. Electronic installation works.
11. Establishment, management, operation and maintenance of factories.
12. Maintaining, cleaning and operating cars and their spare parts and renting them.
13. Transport, travel, tourism and freight services.
14. Maintenance, operation and cleaning contracting.
14. Maintenance, operation and cleaning contracting.
15. Maintenance, operation and sale of computers and training on them.
16. Establishment, maintenance and operation of refrigeration and storage warehouses.
17. Purchasing lands to erect buildings on them and investing them by selling or renting them for the benefit of the company.
18. Packaging services.
19. Management and operation of cafes and buffets.
20. Establishing, managing and operating bakeries.
21. Management, maintenance and operation of training, educational and recreational centers, as well as sports and commercial centers.
22. Commercial agencies, import and export services, marketing for third parties, packaging services, distribution agents and brokerage in non- exchange
The company carries out its activities in accordance with the applicable regulations and after obtaining the necessary licenses from the competent authorities, if any.
15. Maintenance, operation and sale of computers and training on them.
16. Establishment, maintenance and operation of refrigeration and storage warehouses.
17. Purchasing lands to erect buildings on them and investing them by selling or renting them for the benefit of the company.
18. Packaging services.
19. Management and operation of cafes and buffets.
20. Establishing, managing and operating bakeries.
21. Management, maintenance and operation of training, educational and recreational centers, as well as sports and commercial centers.
22. Commercial agencies, import and export services, marketing for third parties, packaging services, distribution agents and brokerage in non- exchange.
The company carries out its activities in accordance with the applicable regulations and after obtaining the necessary licenses from the competent authorities, if any.
Article (4) Participation and Ownership in Companies:
The company may individually establish companies (limited liability, or closed stock companies). Also, the company may obtain shares and stocks in other existing companies or merge with them. The company may share with others to incorporate stock companies or limited liability companies after the fulfilment of the legal requirements necessitated by regulations and instructions in this respect. Further, the company may dispose of these shares and stocks excluding circulation brokerage.
Article (4) Participation and Ownership in Companies:
The company may individually or jointly with others establish companies, It may also own stocks and shares in other existing companies or merge with them, after fulfilling the requirements of the regulations and instructions in this respect. It may also dispose of these shares or stocks.
Article (6) Duration of the Company:
The company duration is (99) years commencing from the date of the Ministry of commerce resolution approving its conversion. It is always possible to extend company duration according to a resolution issued by the extraordinary general assembly at least one year before its expiry.
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Article (7) The company’s capital and shares:
Capital of the Company is determined to be SR. 900,000.000 nine hundred million Saudi Riyal) divided into 90,000,000 ninety million with equal value, the value of each share is (10)ten Saudi Riyal, all of which are regular nominal shares represented in the company paid up capital.
Article (6) The company’s capital and shares:
The issued capital of the company was SR 900,000,000 nine hundred million Saudi riyals, divided into 900,000,000 shares of equal value, the nominal value of each of which is SR (1) one Saudi riyal, all of which are ordinary nominal shares represented in the company’s fully paid-up capital.
Article (8) Subscription for Company Share:
The company shares shall be circulated in accordance with the Provisions of the Capital Market Regulation.
Article (7) The Company’s Shareholders and Subscription or Ownership of Shares:
Subscription in shares or ownership for shares imply the shareholder’s acceptance of the company’s bylaws and abides by the decisions issued by the General Assembly in accordance with the provisions of the companies’ law and the company’s bylaws, whether he is present or absent, and whether he agrees with or reject such decisions.
Article (9) Issue of company’s shares:
Company’s shares are nominal shares and may not be issued less than the nominal value, however may be issued at a higher value, in this latter case, the difference of value shall be added as an independent item in equity and may not be distributed as shareholders' profit. Share is indivisible before the company, thus if owned by more than one person, they have to select one of them for representation in using the respective rights, such people shall be jointly responsible for the liabilities arising of the share title.
Article (8) issuance of company shares:
The shares of the company are nominal and indivisible against the company. If it is owned by several persons, they must choose one of them to act on their behalf in the use of the rights related to it. These persons shall be jointly liable for the obligations arising from the ownership of the share. The company may change the nominal value to be lower or higher, depending on the controls set by the competent authority, and in this last case the value difference is added in a separate item within the shareholders’ rights.
Article (10) Sale of the unsatisfied shares:
If a shareholder fails to pay the such share amount in due time, the board of directors shall send warning to that shareholder according to a registered message to his address stated in the shareholders' record, sell such share in an open auction, however the defaulted shareholder may pay the due share amount up that date in addition to expenses incurred by the company. The company shall recover the due entitlements from the sale outcomes and return the remaining balance to shareholder. In case sale outcome is not sufficient to cover these amounts, the company may satisfy this deficit from all properties of the shareholder. The company shall cancel the sold share and give the buyer a new share bearing the same number of the cancelled share and state the same in the shareholders' register.
Article (9) Sale of Shares of Unpaid Value:
If the shareholder fails to pay the value of the share on the dates specified for that, the Board of Directors may, after notifying him through any of the technical methods, sell the share in a public auction or in the financial market, as the case may be. He shall pay the value due in addition to the expenses incurred by the company. The company collects from the proceeds of the sale the sums due to it and returns the remainder to the owner of the share. If the proceeds of the sale do not fulfill these sums, the company may collect the remainder from all the shareholder’s money. The share belongs to the shareholder who fails to pay within the specified period and according to the relevant regulations.
Article (11) Shares Trading:
All the Company’s shares are liable for trading after issuing certificates except share of the founders that shall not be capable of trading before publishing financial statements of at least two financial years, the term of each year is not less than twelve months of the date of announcing the resolution of conversion and the period within which circulation is not permissible. Nevertheless, during the restriction period, title transfer of shares shall be allowed according to the provisions of sale of rights from one founder to the other or from the heirs of a founder in case of his death to other parties, or execution on the properties of an insolvent or
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bankrupted founder, provided that priority of that share title shall be given to the other founders.
Article (12) Shareholders Resister:
The company shares shall be circulated in accordance with to the Provisions of the Capital Market Regulation.
Article (10) Shareholder’s register of and Trading of Shares:
The company's shares are listed and traded in accordance with the relevant regulations.
Article (13) Capital Increase
a)The extraordinary general assembly may decide to increase company capital provided that the original capital had been paid in full. The full payment of capital shall not be a prerequisite if the unpaid portion of capital belongs to shares issued against credit instruments of funding deeds and the term of conversion into shares is still valid.
b)In all cases, the extraordinary general assembly may assign shares issued for the purpose of capital increase or any part thereof to the company personnel, the affiliated companies or some of them, and shareholders may not practice the priority right when issuing shares for personnel
c)The shareholder who owns a share at the time of issuing the resolution of the extraordinary general assembly approving the capital increase, shall have priority to subscribe for the new shares against cash shares.
These shareholders shall be notified of their right through publication in a daily newspaper or registered mail of the capital increase resolution, subscription conditions, duration, starting and ending dates.
d)The extraordinary general assembly may stop the shareholders priority right in increasing capital against cash contributions or grant such priority rights to non- shareholders in cases that as deemed appropriate for the company interest.
e)The shareholder may sell or assign his priority right during the period from the date of issuing the general assembly resolution approving capital increase to the last date of subscription for the new shares related to these rights according to terms and conditions set by the competent authorities.
Subject to the provisions of item (E) above, the new shares shall be distributed among the original shareholders who had requested subscription according to the ratio of the original shares owned by the shareholder at that time provided that the number of shares assigned to each of them shall not exceed the number the new shares that he had intended to subscribe for. The remaining new shares shall be distributed among the original shareholders who had demanded more than their shares according to the ration of their owned shares
Article (11) Increasing the capital:
a) The issued or authorized capital (if any) shall be increased by any of the methods specified by the regulations, whether by issuing new shares in exchange for cash or in-kind shares, or issuing new shares in exchange for the company’s debts of a certain amount in the state of performance, or issuing shares New by the amount of the reserve that the Extraordinary General Assembly decides to incorporate into the capital, or to issue new shares in exchange for debt instruments and financing instruments.
b) The Extraordinary General Assembly may decide to increase the company’s issued or authorized capital (if any) provided that the capital has been fully paid. Converting debt instruments or financing instruments into shares and the period specified for their conversion has not yet expired.
c) The extraordinary general assembly may, in all cases, allocate the shares issued upon the capital increase or part thereof to the employees of the company and all or some of its subsidiaries, or any of that, and the shareholders may not exercise the right of priority when the company issues the shares allocated to the employees.
d) The shareholder who owns the share at the time of the Extraordinary General Assembly’s decision approving the capital increase has priority in subscribing to new shares that are issued in exchange for cash shares, and he is notified of his priority through any of the regular publishing methods about the decision to increase the capital, the conditions of subscription, how it is, and the date of its beginning and end.
e) The registered shareholder has the right to sell or assign priority rights to others, with or without consideration, in accordance with the controls set by the competent authorities.
f) Subject to the provisions of Paragraph (e), the new shares shall be distributed to holders of priority rights who have requested subscription in proportion to what they have of priority rights out of the total of these rights resulting from the capital increase, provided that what they obtain does not exceed what they requested of the new shares, and the remainder shall be distributed Of the new shares to the owners of priority rights who have requested more than their share in proportion to what they have of priority rights from the total of these rights resulting from the capital increase, provided that what they get does not exceed what they requested of the new shares, and the remaining shares are offered to third parties, unless The Extraordinary General Assembly decides or the Financial Market Law stipulates otherwise.
provided that the new distribution shall not exceed the intended new shares. The remaining balance of the new shares shall be offered for public subscription to other parties unless otherwise decided by the extraordinary general assembly or the capital market regulation.
Article (14) Capital Decrease
The extraordinary general assembly may decide to decrease the Company’s capital if the capital is in excess of the company need or if the company encountered loss not less than the minimum amount provided for in the capital market regulation, and the resolution may not be issued unless the report of the financial auditor is recited specifying the justifications, company liabilities, and the effect of decrease on such liabilities. The resolution must specify the decrease method. In case the decrease is a result of the company capital excess, all creditors shall be invited to state their objection within sixty days of the date of publishing the decrease resolution in a daily newspaper districted in the company premises, if any creditor had objected and furnished his documents to the company within the specified term, the company shall be committed to satisfy his credit if due or give sufficient guarantee if not matured.
Article (12) Capital Decrease:
The Extraordinary General Assembly may decide to reduce the issued capital of the company in one of the statutory ways if it exceeds its need or if it suffers losses, provided that it is not less than the minimum in accordance with the Companies Law. And the company's obligations and the impact of the reduction in fulfilling them, and a report from the company's auditor is attached to this statement. If one of the creditors objects to the reduction and submits his documents to the company on the aforementioned date, the company must pay him his debt if it is due or provide sufficient guarantee to fulfill it if it is deferred.
Article (15) Bonds & Debt Instruments:
The company may issue any type of negotiable debt instruments such as bonds or sukuk inside or outside the Kingdom of Saudi Arabia in accordance with the provisions of Islamic Sharia and in accordance with the controls set by the competent authorities and the financial market system. The General Assembly may, by virtue of its decision, delegate to the Board of Directors the authority to issue these debt instruments, including bonds or sukuk, whether in one or several parts, or through a series of issues under one or more programs established by the Board of Directors from time to time, all at the times, amounts, and conditions that the Board of Directors establishes. It is approved by the company's board of directors and has the right to take all necessary procedures for its issuance.
Article (13) Issuance of debt instruments and financing sukuk:
The company may issue debt instruments such as bonds or financing instruments that are negotiable inside or outside the Kingdom of Saudi Arabia in accordance with the provisions of Islamic Sharia and in accordance with the controls set by the competent authorities. The issuance of debt instruments or financing instruments convertible into shares requires the issuance of a resolution by the Extraordinary General Assembly stating The maximum number of shares that may be issued in exchange for these instruments or sukuk, and the General Assembly may, by virtue of a decision thereof, delegate to the Board of Directors the authority to issue these debt instruments, including bonds or sukuk, whether in one or more parts or through a series of issuances under one or more programs established by it. The Board of Directors from time to time, all at the times, amounts and conditions approved by the Board of Directors of the company and it has the right to take all necessary actions to issue it.