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Article (3): the Company purposes

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(1)

Amendments Propositions of Company's Bylaw of FAWAZ ABDULAZIZ ALHOKAIR & CO.

(Saudi Joint Stock Company)

Article Before Amendment Proposition of Article Amendment

Article (3): the Company purposes:

The Company purposes shall be as follows:

1- Purchase of lands to construct buildings on for practicing the company's activity and business.

2- Wholesale and retail trade of garments, footwear for men, women and children, fabrics, home and office furniture, perfumes, natural cosmetics, makeup and its cosmetics, and traditional jewelry, cases and leather bags.

3- Commercial Agencies.

4- The management and operation of Optics

The Company purposes shall be as follows:

1. Purchase of lands to construct buildings on for practicing the company's activity and business.

2. Wholesale and retail trade of garments, footwear for men, women and children, fabrics, home and office furniture, perfumes, natural cosmetics, makeup and its cosmetics, and traditional jewelry, cases and leather bags.

3. Commercial Agencies.

4. The management and operation of Optics Centers and Wholesale and Retail of Eyeglasses, Sunglasses,

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Centers and Wholesale and Retail of Eyeglasses, Sunglasses, Lenses, and Optical Devices and their accessories.

5- Wholesale and retail trade of sportswear and sports shoes and their fittings.

6- Manufacturing and wholesale and Retail of Gowns, Galabiyas, Scarf’s and Embroidered Women's Clothing in all its forms.

7- Wholesale and Retail trade of Gold, Silver, Jewelry, Precious Stones, Diamonds, Gold Crafts,

Ornaments, and Precious Metals.

8- Wholesale and retail trade of

telecommunications and their accessories and spare parts, and maintenance and operation by commercial agencies.

Lenses, and Optical Devices and their accessories.

5. Wholesale and retail trade of sportswear and sports shoes and their fittings.

6. Manufacturing and wholesale and Retail of Gowns, Galabiyas, Scarf’s and Embroidered Women's

Clothing in all its forms.

7. Wholesale and Retail trade of Gold, Silver, Jewelry, Precious Stones, Diamonds, Gold Crafts, Ornaments, and Precious Metals.

8. Wholesale and retail trade of telecommunications and their accessories and spare parts, and

maintenance and operation by commercial agencies.

9. Retail of ready preserved foods.

10. Possessing, operating & running of restaurants, cafés, & import of products & food stuffs and purchase of related tools & equipment.

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9- Retail of ready preserved foods.

10- Possessing, operating & running of restaurants, cafés, & import of products & food stuffs and purchase of related tools & equipment.

11- Possessing, operating & running of Recreation centers and firms and purchase of related tools &

equipment.

12- Wholesale and retail trade in watches,

computers, electronics, stationery, decorations, lighting and floors equipment.

13- Organizing shows, exhibitions, conferences and bazaars.

14- Sale on internet for all company's products and activities stated from items 1 to 13.

11. Possessing, operating & running of Recreation centers and firms and purchase of related tools &

equipment.

12. Wholesale and retail trade in watches, computers, electronics, stationery, decorations, lighting and floors equipment.

13. Organizing shows, exhibitions, conferences and bazaars.

14. Warehouses of Medical instruments and products.

15. General warehouses that include several and multiple commodities.

16. Retail sale in medical instruments, equipment and accessories.

17. Rendering marketing services on behalf of third parties.

18. Wholesale trade in video games, its programming and accessories.

(4)

The company shall have the right to execute and realize company objectives inside and outside the Kingdom, including free zones inside and outside the Kingdom after obtaining required licenses from concerned authorities.

19. Selling games in retail in specific stores.

20. Retail trade in books, magazines, newspapers, assistant educational means.

21. Sale on internet for all company's products and activities stated from items 1 to 20.

The company shall have the right to execute and realize company objectives inside and outside the Kingdom, including free zones inside and outside the Kingdom after obtaining required licenses from concerned authorities.

Article (7): the Company capital:

The Company capital shall be (2,100,000,000) Two billions and one hundred million Saudi Riyals divided into (210,000,000) Two hundred and Ten million shares of equal value. The share value shall be SR 10

The Company capital shall be (1,147,664,480) One billion and one hundred Forty Seven million six hundred sixty four thousand four hundred eighty Saudi Riyals divided into (114,766,448) One hundred forty million Seven Hundred Sixty Six Thousand Four Hundred Forty

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and all of them are cash nominal shares. Eight shares of equal value. The share value shall be SR 10 and all of them are cash nominal shares.

Article (8): subscription:

The founders subscribed in all of the Company shares equal 210.000,000 (Two hundred and ten million shares) and they paid up all the shares value, such paid cash amounts of capital have been deposited in one of approved banks for such purpose.

The founders subscribed in all of the Company shares and they paid up all the shares value.

Article (29): Holding shareholders general assemblies:

Shareholders general assemblies or special assemblies shall be held by convocation of the Board.

The Board shall call for holding an ordinary general assembly if the auditor or Auditing committee or a number of shareholders representing at least 5% of

Shareholders general assemblies or special assemblies shall be held by convocation of the Board. The Board shall call for holding an ordinary general assembly if the auditor or Auditing committee or a number of shareholders representing at least 5% of the Company capital requests that. The auditor may call general

(6)

the Company capital requests that. The auditor may call general assembly for convocation if the board didn't call assembly within thirty days from date of auditor's request.

The convocation for the general assembly shall be published in the official gazette and in a daily newspaper distributed in the Company Head Office before at least 10 days from the date fixed for the meeting. The convocation shall include the meeting agenda and a copy of the convocation and the agenda shall be sent with registered letters to all shareholders to the ministry and authority within the period fixed for publishing.

assembly for convocation if the board didn't call assembly within thirty days from date of auditor's request.

The convocation for the general assembly shall be published in the official gazette and in a daily newspaper distributed in the Company Head Office before at least twenty-one days from the date fixed for the meeting. The convocation shall include the meeting agenda and a copy of the convocation and the agenda shall be sent with registered letters to all shareholders to the ministry and authority within the period fixed for publishing.

Article (40): Committee's Reports

The committee shall consider financial statements, reports and remarks of auditor and shall submit its

The committee shall consider financial statements, reports and remarks of auditor and shall submit its

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visions in this regard if any, and shall issue reports about its opinion and adequacy of internal control system, and its other works in this regard. The board shall deposit adequate copies from this report in head office of the company before holding general assembly by ten days at least to be submitted to shareholders. The report shall be read during holding the assembly.

visions in this regard if any, and shall issue reports about its opinion and adequacy of internal control system, and its other works in this regard. The board shall deposit adequate copies from this report in head office of the company before holding general assembly by twenty one days at least to be submitted to shareholders. The report shall be read during holding the assembly.

Article (44): Financial Documents

2- The Chairman of the Board, chief executive officer and chief financial officer shall sign the said

documents in article no. (1) and copies of them shall be deposited with the Head Office of the Company at the disposal of the shareholders before- at least- 10 days from the date fixed for holding the meeting of the general assembly.

2. The Chairman of the Board, chief executive officer and chief financial officer shall sign the said

documents in article no. (1) and copies of them shall be deposited with the Head Office of the Company at the disposal of the shareholders before- at least- twenty-one days from the date fixed for holding the meeting of the general

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assembly.

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