Article (28): Remuneration of Board Members
The Board of Directors will obtain the approval of the General Meeting when assets are sold whose value exceeds fifty percent of the value of the total assets, whether the sale takes place through one transaction or several transactions. In this case, the transaction resulting in more than fifty percent of the value of the assets is considered the one that must be approved by the General Assembly, and this percentage is calculated from the date of the first transaction that occurred during the previous (twelve ) took place. ) months. The Board of Directors may, within the limits of its competence, authorize one or more of its members or a third party to undertake a specific work or actions.
The report of the Board of Directors to the Ordinary General Assembly at its annual meeting shall include a comprehensive statement of all remuneration, attendance allowance, expenses allowance and other benefits
Article (29): Powers of the Chairman, Deputy, Managing Director and Secretary
The Board of Directors shall appoint a Chief Executive Officer from among its members or others
Article (30): Composition of the Board of Directors
Article (31): Vacant Position in the Board
Article (32): Powers of the Board of Directors
- Duties and Obligations of the Board
- A member of the Board of Directors may not have any direct or indirect interest in the business and contracts that are carried out for the account of the company except with a license from the Ordinary
- If a Board member fails to disclose his interest referred to in Paragraph (1) of this Article, the company or any interested party may claim before the competent judicial authority the termination of the contract
- Liability for damages resulting from the business and contracts referred to in Paragraph (1) of this Article relies on the member with interest in the business or contract, as well as on the members of the
- Members of the Board opposing the resolution shall be exempted from liability if they explicitly prove their objection in the minutes of the meeting. Absence from attending the meeting in which the resolution
- A member of the Board may not participate in any business that would compete with the company, or compete with the company in one of the branches of the activity it is engaged in, otherwise the company
- The company may not provide a loan of any kind to any of the members of its board or the company's shareholders, or guarantee any loan concluded by any of them with third parties. Excluded from this
- The Chairman of the Board, Vice Chairman, Managing Director and the Secretary
- The Chairman of the Board may authorize a member of the Board, the Company's employees, or a third party to undertake a specific work or actions
- The Board shall appoint a secretary of their selection
- Board Meetings
- Board Meetings’ Quorum
- The Board member may not authorize more than One member to represent him in this meeting
- The proxy shall be in writing and for certain meeting
- The authorized member may not vote resolutions which the law prohibits him to vote on it. The Board resolutions shall be passed in majority of the attended or represented members and in case of
- Board’s Deliberations
- Board Members’ Remunerations The Board’s Remunerations shall be as follows
- The minimum annual remunerations of the Board members shall be (SAR 200,000) for their membership in the Board of Directors and their management of the Company's business, in addition to
- Attendance allowance for the meetings of the Board of Directors, to be determined by the Board
A member of the management board must notify the management board of his direct or indirect interest in business and contracts concluded on behalf of the company, and this notification shall be entered in the minutes of the meeting. The chairman of the board of directors informs the regular general meeting, when it is convened, about transactions and contracts in which a member of the board of directors is directly or indirectly interested. Council members who oppose the resolution are exempted from liability if they explicitly prove their opposition in the minutes of the meeting.
Absence from participation in the meeting in which their objection is placed in the minutes. Board members cannot reveal, outside of the General Assembly meetings, what they learned about the company's confidential information. The position of Chairman of the Board and any Chairman and may appoint a Managing Director.
The position of Chairman of the Board and any other executive position cannot be held by one person. The Board of Directors, at its discretion, will also determine the remuneration of the Chairman of the Board in addition to the remuneration. And get all that results from implementations; Request for cassation of judgments before the Supreme Court related to the issues raised by or against the Company.
The Chairman of the Board may authorize a member of the Board, the Company's employees, or a third party to undertake a specific job or actions. The Chairman will convene a Council meeting if any of the Council members request it to discuss a topic or more. The Council determines the place of the Meeting and it can be held with modern technical means.
A board meeting is only valid if at least (5) five members attend in person. Attendance allowance for board meetings is determined by the board.
Chapter Four: Shareholders' Assemblies Article 39: Call for General Meetings
- The shareholders’ public and private General Meetings shall be convened whenever called by the Board. The Board shall call for convening the Ordinary General Meeting within (Thirty) days from the
- The request referred to in Paragraph (1) of this Article must indicate the issues that the shareholders are required to vote on
- The call for convening the General Meeting shall be at least (twenty-one) days prior to the specified date in accordance with the provisions of the Articles of Association, taking into account the following
- The call for the General Meeting must include at least the following
- Voting in General Meetings
- Preparing Minutes of General Meetings
- Attending Meetings
- Any Shareholder may attend the General Meetings for Shareholders and may delegate any other person from outside the Board to attend the General Meeting
- The General Meetings may be held and the Shareholder may participate in the deliberations and vote on resolutions by modern technology means
- Powers of Ordinary General Meeting
- Powers of the Extraordinary General Meeting
- Attendance Record of General Meetings
- Quorum of the Ordinary General Meeting
- Quorum of the Extraordinary General Meeting
- General Meetings Resolutions
- Deliberations in the General Meetings
- Chairman of meetings and preparing Minutes
The board of directors must convene the ordinary general meeting within (30) days at the request of the auditor or a shareholder or several shareholders who represent at least (10%) of the company's shares and who have at least the right to vote. The auditor may convene the ordinary general meeting if the board has not convened the general meeting within (30) days of the auditor's request. Minutes of general meetings must be written, including names of the shareholders present or represented, number of shares owned personally or by delegation, number of votes assigned to them, decisions taken, number of approved or rejected votes and a sufficient summary to discussions have taken place. during the meeting.
Apart from matters relating to the extraordinary general meeting, the ordinary general meeting must deal with company-related matters and is held at least once a year in the six months following the end of the company's financial year. The extraordinary general meeting must deal with changes to the company's articles of association, apart from the powers laid down in section (88) of the Companies Act. Shareholders who wish to attend public private general meetings must, before the date of the general meeting, register their names at the company's head office or the place where the general meeting is held.
The ordinary general meeting is only valid if shareholders representing at least a quarter of the capital are present. The extraordinary general meeting is only valid if shareholders representing at least half of the capital are present. In all cases, the second meeting is valid if shareholders representing at least a quarter of the capital attend.
The Third Meeting will be valid regardless of the Shareholders present, subject to approval by the competent authority. Decisions of the Extraordinary General Meeting are taken by a majority of two-thirds of the shares represented at the meeting, unless the decision is related to a capital increase or decrease, the extension of the term of the Company, the dissolution of the Company before the expiry of the period specified in the articles of association, or by merger with another company or organization. The decision is only valid if it is taken by a majority of three-quarters of the shares represented in the Meeting.
General Shareholders' Meetings are chaired by the Chairman or his deputy in case of his absence or any Board member in the absence of the Chairman and his deputy. Minutes of General Meetings shall be written, including numbers of the Shareholders attended or represented, number of shares owned personally or by delegation, number of votes assigned thereto, resolutions passed, number of approved or rejected votes, and a sufficient summary for discussions that took place. during the Meeting.
Chapter Five: Auditor
- Appointment of the Auditor
- Powers of the company's auditor
- Auditor's Report
- Confidentiality of the information
If the shareholder thinks that the answer to his question is not convincing, he can complain to the General Assembly and its solution in this regard would be effective. The minutes will be recorded regularly after each meeting in a special register signed by the Chairman and the Secretary of the General Assembly.
Chapter Six: Company's Accounts and Profits Distribution Article 55
- Fiscal Year
- Financial Documents
- Reserves and Dividend Distribution
- The allocated reserve may not be used for specific objectives except by a decision of the Extraordinary General Assembly, and if this reserve is not allocated for a specific purpose, the Ordinary General Assembly
- Interim Profits
- Due Profits
- Distributing preferred shares
- In case of not distributing the profits of any fiscal year, it may not allow to distribute the profits for the subsequent years unless after the payment of the percentage stipulated in Article (10) of the Articles of
- Company Losses
The chairman of the board of directors, the chief executive officer and the financial director sign the documents from the first paragraph of this article, and their copies are deposited at the company's headquarters, so that they are available to shareholders for at least (21 days). ) before the date set for the general meeting. The chairman of the board of directors forwards the company's financial statements, the report of the board of directors and the auditor's report to the shareholders, unless they are published in a daily newspaper published at the company's headquarters. A copy of these documents is also sent to the Ministry of Trade and the Capital Market Administration, at least fifteen days before the day of the general meeting.
The allocated reserve cannot be used for special purposes, except by decision of the Extraordinary General Assembly, and if this reserve is not allocated for a specific purpose, the Ordinary General Assembly and if this reserve is not allocated for a purpose certain. The Ordinary General Assembly, based on the proposal of the Board of Directors, may decide to spend it for the benefit of the company and the shareholders. of the value of the share or a part thereof, provided that this does not affect the fairness between the shareholders. The General Assembly determines the percentage to be distributed among the shareholders from the net profits after deducting reserves, if any.
The company's Board of Directors has the authority to approve the payment of interim profits to its shareholders on a quarterly or semi-annual basis, if the company's financial position permits and its liquidity is available in accordance with the controls and procedures determined by the competent authorities. authorities. Each shareholder is entitled to a share in the profit in accordance with the decision of the general meeting in this regard. Profit priority is given to the shareholders registered in the shareholder register at the end of the maturity date.
In the case of not distributing the profits from a financial year, it cannot allow to distribute the profits for subsequent years, unless after payment of the percentage provided in Article (10) of the articles of association for subsequent years, unless after the payment of the percentage determined in § 10 of the articles of association for holders of preference shares for this year. If the company has failed to pay the due percentage of profits for three consecutive years, the special committee set up in accordance with Section (89) of the articles of association may decide to allow them to attend the general meeting and participate in the vote or appoint their representatives on the board of directors in proportion to their share of the capital to allow the company to pay all priority profits to the shareholders for the previous years. If the company's losses amount to (half) of the issued capital, the board of directors must publish this and its recommendations regarding these losses within (sixty) days from the date of its knowledge to reach this amount, and invite the extraordinary general meeting to convene within for (one hundred and eighty) days from the date of knowledge thereof to consider the continuation of the business and take any necessary measures to deal with or remedy such losses.
Chapter Seven: Company termination and liquidation Article 63: Liability Case
Each shareholder shall have the right to file a case against the members of the Board of Directors for the company's liability if the mistake they committed would cause damage to him. The shareholder may not file
If it is in the company's interest to file this case based on the provision of Article (79) of the Companies Act.
Liquidation of the company
Chapter Eight: Final provisions Article 65: Final provisions
The company shall subject to the regulations in force in the Kingdom of Saudi Arabia
Any provision that contradicts the provisions of the Companies Law in these Articles of Association shall not be considered and the provisions of the Companies Law shall be applied against it. Anything not
The founders acknowledge the validity of the data and provisions included in these Articles of Association and their agreement with the provisions of the Companies Law issued by Royal Decree (M/132) dated
Applying the Articles of Association
Submitting and Publishing the Articles of Association
