1 - 2
Approval Results on the Items of the General Assembly's Meeting Agenda's
1. Reviewed and discussed the annual report of the Board of Directors for the fiscal year ending on 31/12/2022.
2. Reviewed and discussed the company's financial statements for the fiscal year ending on 31/12/2022.
3. Approval on the auditor's report for the fiscal year ending on 31/12/2022, after discussed it.
4. Approval on the discharge of the members of the Board of Directors from liability for their performance during the fiscal year ending on 31/12/2022.
5. Approval on the appointment of the Company's auditor (KPMG professional services) from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second quarter, third and annuals of the fiscal year 2023 and the first quarter of the fiscal year 2024, and determine his fees.
6. Approval on the disbursement of SAR 4,143,937 as remuneration to the members of the Board of Directors for the fiscal year ending on 31/12/2022.
7. Approval on the amendment of the Company's Corporate Governance Regulations.
8. Approval on the amendment of the Audit Committee's charter.
9. Approval on the amendment of the Nomination and Remuneration Committee's charter.
10. Approval on the amendment of the remuneration policy of the members of the Board of Directors, committees and executive management.
11. Approval on the amendment of the policies, standards and procedures of membership in the Board of Directors and committees.
12. Approval on the amendment of the conflict of interest policy and competition standards.
13. Approval on the amendment of the social responsibility policy.
14. Approval on the recommendation of the Board of Directors to increase company's capital by granting bonus shares to shareholders with a value of SAR 200,000,000, as follows:
• Nominal value of the capital before the increase: (1,000,000,000) Saudi Riyals.
• Nominal value of the capital after the increase: (1,200,000,000) Saudi Riyals.
• Total capital increase amount: SAR (200,000,000).
• Number of shares before the increase: (100,000,000) shares.
• Number of shares after increase: (120,000,000) shares.
• Capital increase rate: 20%.
• Reasons for increasing capital: Supporting and strengthening the capital base and future activities of Nayifat Company to enable it to achieve growth rates and diversification in investments and support its future growth plans in the coming years, God willing.
• Number of shares granted for each share: Granting (1) shares for every (5) shares owned.
• Nature and value of reserves to be used in the issuance of capitalization: The value of the capital increase will be financed by capitalizing part of the retained earnings balance in the amount of (169.7) million riyals, in addition to capitalizing part of the company's statutory reserve balance in the amount of (30.3) million riyals.
• Eligibility Date: The eligibility date of shareholders who own shares at the end of trading on the day of the extraordinary general assembly of the company and who are registered in the company's shareholders register at the Securities Depository Center Company (EDAA) at the end of the second trading day following the date of the extraordinary general assembly
• Details of how to deal with fractional shares: In the event of fractional shares, the fractional shares will be collected in one portfolio for all shareholders and sold at the market price, then their value will be distributed to the shareholders entitled to the grant, each according to his share, within a period not exceeding 30 days from the date of determining the shares due to each shareholder.
• Approval on the amendment of Article (7) of the Company's Articles of Association related to (Capital).
• Approval on the amendment of Article (8) of the Company's Articles of Association related to (subscription to shares).
15. Approval on amendment of Article (17) of the Company's Articles of Association related to (Company Management).
16. Approval on amending the Company's Articles of Association in accordance with the new Companies Law.
17. Approval on the business and contracts concluded between Nayifat Finance Company and Yaqeen Financial Company, in which the two members of the Board of Directors, Mr. Abdul Mohsen Muhammad AlSaleh and Mr. Salman Abdulaziz bin Shehween, have an indirect interest (Related Parties), which is a lease contract for the company's headquarters in Yaqeen Building "The first party is Nayifat Company and the second party is Yaqeen Financial Company, noting that the transactions that took place during the year 2022 were worth 983,538 Saudi riyals, including VAT". The contract was renewed for a period of three years starting from 01/01/2023 and the annual rent value is SAR 2,214,450 including VAT (with an annual increase of 10%), without any preferential conditions.
18. Approval on the business and contracts concluded between Nayifat Finance Company and Yaqeen Financial Company, in which the two members of the Board of Directors, Mr. Abdul Mohsen Muhammad AlSaleh and Mr. Salman Abdulaziz bin Shehween, have an indirect interest (Related Parties), which is a lease contract for the Olaya branch in Yaqeen Building "The first party is Nayifat Company and the second party is Yaqeen Financial Company, noting that the transactions that took place during the year 2022 were worth 227,010 Saudi riyals, including VAT". The contract has renewed for a period of three years starting from 01/05/2023 and the annual rent value is SAR 397,268 inclusive of VAT (with an annual increase of 10%), without any preferential conditions.
19. Approval on the business and contracts concluded between Nayifat Finance Company and Yaqeen Financial Company, in which the two members of the Board of Directors, Mr. Abdul Mohsen Muhammad AlSaleh and Mr. Salman Abdulaziz bin Shehween, have an indirect interest (Related Parties), which is a lease contract for the upper warehouses "the first party is Nayifat Company and the second party is Yaqeen Financial Company, noting that the transactions that took place during the year 2022 were worth 72,450 Saudi riyals, including VAT." The contract will be renewed for a period of three years starting from 01/12/2023 and the annual rent value is SAR 366,839 inclusive of VAT (with an annual increase of 10%), without any preferential conditions.
20. Approval on the business and contracts concluded between Nayifat Finance Company and Yaqeen Financial Company, in which the two members of the Board of Directors, Mr. Abdul Mohsen Muhammad AlSaleh and Mr. Salman Abdulaziz bin Shehween, have an indirect interest
2 - 2
(Related Parties), which is a warehouse lease contract "the first party Yaqeen Capital Company and the second party Nayifat Company", noting that the transactions that took place during the year 2022 were worth 11,500 Saudi riyals, including VAT, The contract will be renewed for a period of one year starting from 01/08/2023 at the same value, without any preferential conditions.
21. Approval on the business and contracts concluded between Nayifat Finance Company and Yaqeen Financial Company, in which the two members of the Board of Directors, Mr. Abdul Mohsen Muhammad AlSaleh and Mr. Salman AbdulAziz bin Shehween, have an indirect interest (Related Parties) for the year 2023, which is the management of the company's investment portfolio in addition to acting as an agent for Nayifat customers in the sale of their financing goods, noting that the transactions that took place during the year 2022 were worth 12,176,000 Saudi riyals, including VAT, without any conditions Preferential.
22. Approval on the business that will take place between Nayifat Finance Company and AlBayouk Chartered Accountants Office, in which Mr. Ata Hamad AlBayouk has a direct interest (Owner) for the year 2023, which is to provide professional services related to Zakat and Value Added Tax to the company, noting that the transactions that took place during the year 2022 were worth 273,000 Saudi riyals, including VAT, without any preferential conditions.
23. Approval on authorizing the Board of Directors to distribute interim dividends on a semi-annual basis for the fiscal year 2023.
24. Approval on delegating the authority of the Ordinary General Assembly with the authorization mentioned in paragraph (1) of Article Twenty- Seven of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions contained in the regulatory rules and procedures issued in implementation of the Companies Law for Listed Joint Stock Companies.
