Articles to be amended
Article No. Before Amendment After Amendment
Article No. 3 (Company Purposes)
The company operates in and carries out the following purposes:
A- Managing its subsidiaries, or engaging in managing other companies in which it is a shareholder, and providing the necessary support for them.
B- Investing its funds in shares and other securities.
C- Owning real estate and movables necessary to conduct its activities.
D- Owning, exploiting, and leasing industrial property rights such as patents, industrial trademarks, franchise rights and other intangible rights to its subsidiaries or others.
The company operates its activities according to the followed regulations and after obtaining the necessary licenses from the competent authorities, if any.
The company operates in and carries out the following purposes:
A- Managing its subsidiaries, or engaging in managing other companies in which it is a shareholder, and providing the necessary support for them.
B- Investing its funds in shares and other securities.
C- Owning real estate and movables necessary to conduct its activities.
D- Providing loans, guarantees and financing to its subsidiaries
E-Owning, exploiting, and leasing industrial property rights such as patents, industrial trademarks, franchise rights and other intangible rights to its subsidiaries or others.
The company operates its activities according to the followed regulations and after obtaining the necessary licenses from the competent authorities, if any.
Article No. 4:
(Shareholding and ownership in companies)
The company holds shares in other companies at a rate enables it to control such companies through ownership or management, and it may also solely establish companies with limited liability or closed shareholding), provided that the capital shall not be less than 5 million riyals
The company holds shares in other companies at a rate enables it to control such companies through ownership or management, and it may also solely establish companies with limited liability or closed shareholding),
Article No. 18: (Vacant position in the board)
A- If a board member position becomes vacant, the board may appoint another member temporarily according to the votes order in the assembly which elected the board, provided that he shall have experience and efficiency. The Ministry of Commerce and Investment and the Financial Market Authority shall be informed within five working days as from the date of appointment, and this appointment shall be presented to the Ordinary General Assembly at its first following meeting to confirm the appointment, and the new member shall complete the term of his predecessor.
B- If the necessary conditions for convening the Board of Directors are not met due to the lack of the number of its members below the minimum stipulated in the Companies Law or in these articles of association, the remaining members shall call the Ordinary General Assembly to convene within sixty days to elect the necessary number of members
A- If a board member position becomes vacant, the Board may, under its decision, appoint a temporary member to the vacant position whom it deems appropriate, provided that he shall have experience and efficiency. The Ministry of Commerce and Investment and the Financial Market Authority shall be informed within five working days as from the date of appointment, and this appointment shall be presented to the Ordinary General Assembly at its first following meeting to confirm the appointment, and the new member shall complete the term of his predecessor.
B- If the necessary conditions for convening the Board of Directors are not met due to the lack of the number of its members below the minimum stipulated in the Companies Law or in these articles of association, the remaining members shall call the Ordinary General Assembly to convene within sixty days to elect the necessary number of members
Article No. 20: (Board Members Remuneration):
The remuneration of the Board of Directors members shall be calculated in the manner stipulated in Article (44) of these articles of association, provided that the entitlement of this remuneration shall be proportional to the number of sessions attended by the member. In all cases, the total of remuneration and financial or in- kind remunerations and benefits, which a member of the Board of Directors receives, shall not exceed an amount of five hundred thousand riyals annually, according to the controls set by the competent authority, under the law. The report of the Board of Directors addressed to the Ordinary General Assembly shall include a comprehensive statement of all the remunerations, expenses allowances and other benefits which the members of the Board of Directors received during the financial year. The report shall also include a statement of amounts received by the members of the board of directors in their capacity as workers or officers and amounts they received in return for technical, administrative or consulting works. It shall also include a statement of the number of board sessions and the number of sessions attended by each member, as from the date of the last general assembly meeting.
The remuneration of the Board of Directors members shall be a certain amount, an allowance for the session attendance, in-kind benefits, or a certain percentage of the net profits. Two or more of these benefits may be collected, provided that the remuneration shall be proportional to the number of sessions attended by the member, and if the remuneration is a certain percentage of the profits, it shall be calculated in the manner stipulated in Article 44 of these articles of association, provided that the remuneration and financial or in-kind benefits received by a member of the Board of Directors, shall not exceed an amount of five hundred thousand riyals.
The report of the Board of Directors addressed to the Ordinary General Assembly shall include a comprehensive statement of all the remunerations, expenses allowances and other benefits which the members of the Board of Directors received during the financial year.
The report shall also include a statement of such amounts which the members of the board of directors received in their capacity as workers or officers and such amounts they received in return for technical, administrative or consulting works. It shall also
include a statement of the number of board sessions and the number of sessions attended by each member, as from the date of the last general assembly meeting.
Article No. 21: (Powers of the President, Vice President, Managing Director, and Secretary)
A- The Board of Directors shall appoint a Chairman of its members, and it may appoint a Managing Director, and the position of Chairman of the Board of Directors may not be combined with any executive position in the company. The board chairman or his deputy presides over the board’s sessions. The Chairman of the Board of Directors shall represent the company before the courts, arbitration tribunals and other bodies, and he has the right to sign on its behalf in this regard and with regard to companies, in establishing a company - signing articles of association and amendments - signing partners' decisions - appointing and dismissing directors and amending the management clause - entry and exit of partners – joining existing companies -
Increasing capital - reducing capital - determining capital - buying shares and stocks and paying the price - selling shares and stocks and receiving value and profits - assigning shares and stocks of capital - accepting assignment of shares, stocks and capital - transferring shares, stocks and bonds - opening accounts with banks in the name of the company - signing agreements - amending the company's purposes - closing accounts with banks in the name of the company - amending the articles of association or amendments - company registration -
Registration of agencies and trademarks - Assignment of trademarks - Attending public boards - Opening files for the company - Opening branches for the company - Liquidation of the company - Transferring the company from a joint stock to a limited liability company - Transferring the company from a limited liability to a joint stock - Cancellation of articles of association and amendments - Signing articles of association and amendments before a notary public - obtaining and renewing commercial registrations for the company and its branches - Subscribing to the Chamber of Commerce and renewing the subscription - Referring to the Quality Department and the Standards and Metrology Authority - Obtaining and renewing licenses for the company and its branches - Transferring the establishment into a company - Transferring the company’s branch into an establishment - Transferring the company’s branch into a company - Referring to telecommunications companies and establishing landlines or mobile phones in the name of the company -
Referring to and signing before the General Investment Authority - Referring to the Capital Market Authority – Bidding and receiving investments - Signing the company contracts with others - publishing the articles of association, amendments, their summaries and statutes in the official gazette. The chairman of the board may, by a written decision, delegate some of his powers to other members of the board or others in carrying out a specific work or activities. The Board of Directors shall determine the remuneration of the Chairman of the Board in addition to the remuneration determined for the members of the Board of Directors.
In addition, the Board of Directors has the right to form committees from some of its members to assist the Chairman of the Board in conducting the company's works, and the Board shall determine the period of these committees, rules for their convening and limits of their validity.
B- The Board of Directors may appoint a Managing Director of its members, and the Managing Director
The Board of Directors shall appoint from among its members a Chairman and Vice President, and it may appoint a Managing Director or a Chief Executive Officers, but the position of Chairman of the Board of Directors may not be combined with any executive position in the company, and the Vice Chairman of the Board of Directors shall replace the Chairman of the Board in his absence. The board chairman shall be responsible for:
Representing the company inside and outside the Kingdom of Saudi Arabia in its relations with others, government and private agencies, and before all Sharia courts and all judicial bodies, the Board of Grievances, labor offices, higher and primary bodies, labor, commercial, traffic and administrative courts, and commercial securities committees, the Capital Market Authority, the Securities Disputes Resolution Committee, the Securities Disputes Appeal Committee, all other judicial committees, arbitration tribunals, civil rights, police stations, chambers of commerce, industrial chambers, private and public bodies and companies and establishments of all kinds.
In addition to filing and canceling cases, attending hearings, acknowledging, claiming, defending, pleading, litigating, clearing, reconciliation, denial, acquittal, assignment, requesting, rejecting and refusing the oath, requesting pre-emption, acceptance and denial of judgments, requesting arbitration on behalf of the company, requesting executing and objecting to judgments, and receiving the execution amounts, requesting to amend the instruments and their amounts, obtaining replacement of deeds of ownership and instruments,
signing agreements, instruments and contracts before notaries and official bodies, and issuing POAs on behalf of the company.
Adding and changing mobile numbers for cases.
Calling board meetings and general assemblies.
Chairing and managing the board and general assembly meeting.
After obtaining the approval of the Board of Directors, he may sign agreements and facilities contracts with banks of various kinds, Contracts for securitization and sale of mixed leasing contracts (leasing and murabaha) portfolios, and sign loan guarantees, as well as loan agreements, guarantees and sponsorships, and the sale and purchase of movable and immovable property. In addition to transfer of ownership and accepting it and collecting the price in whatever form he deems appropriate, receiving, delivering, renting, leasing, receiving, paying, opening accounts, executing securitization and sale agreements for the leasing portfolios and mixed portfolios (leasing and murabaha), signing sales contracts for those portfolios and collecting the remuneration. He may also obtain, renew and receive commercial registrations and sign articles of associations of companies which the company establishes or the company is a partner in, and the amendments thereto. In addition to all the decisions of the shareholders in those companies, including the decisions to amend the management clause, change and dismiss the directors, increasing and reducing the capital, assigning and buying shares, documenting contracts and signing before the companies department at the Ministry of Commerce, the Ministry of Investment, the Financial Market Authority and the notary, making amendments,
shall be competent to carry out the duties entrusted to him by the Board or the Chairman of the Board and to sign on behalf of the company, and the Board shall determine his remuneration and the period of his appointment.
C- The board of directors shall appoint a secretary of its members or others, and his remuneration shall be determined by a decision of the board of directors. The period of the Board Chairman, the Managing Director, and the Secretary of the Board Member shall not exceed the membership of each of them in the Board.
The chairman, managing director, secretary and the board member may always be reappointed.
changes, additions, deletions, change of company names, bidding, awarding bids, collecting, paying and receiving rights from others.
He also has the right to appoint and dismiss lawyers, auditors, employees, and workers, to request visas, to recruit and hire manpower from outside the Kingdom, and to determine their salaries, and obtain residency permits, transfer and waive sponsorships.
The board chairman may, within the limits of his competence, delegate or appoint one or more of its members or others, and to delegate to whom he deems appropriate to conduct a specific act or work and grant the attorneys the right to delegate or appoint others.
The Managing Director or the CEO shall have the powers which the Board of Directors assign to him to carry out the daily work of the company.
The Board of Directors shall appoint a secretary to be chosen by him from among its members or others and who shall be competent to:
1. Preparing the agenda of the Board of Directors meetings.
2. Informing the members of the board of directors of the meeting dates and providing them with the agenda at least three days before the meeting.
3. Reminding the members of the Board of Directors of the dates of the periodic meetings and distrusting new information and decisions to the members for their review and approval.
4. Recording the discussion and decisions of the Board of Directors’ meetings and preparing the meeting minutes in coordination with the Chairman of the Board and presenting it to the members before approval in the next meeting.
His remuneration shall be determined by the Board of Directors, and the period of the Chairman, Vice President and Managing Director shall not exceed the membership of each of them in the Board.
They may be re-elected and the Board may dismiss them or any of them at any time without prejudice to the right of the dismissed party to compensation, if the dismissal is based upon an unlawful reason or at an inappropriate time.
Article No. 28: (Invitation to Assemblies)
The general assemblies of the shareholders shall be convened upon the invitation of the Board of Directors, and the Board shall call the Ordinary General Assembly if requested by the auditor, the audit committee, or a number of shareholders representing at least 5% of the capital. The auditor may call the assembly to convene, if the board failed to invite the assembly within thirty days from the date of the auditor's request. The invitation to convene the general assembly shall be published in a daily newspaper operating in the region in which the headquarters of the company located at least ten days before the date set for the meeting. The invitation shall include the agenda and a copy of the invitation and the agenda shall be sent to the Ministry of Commerce and Investment and the Financial Market Authority within the specified period for publication.
The general assemblies of the shareholders shall be convened upon the invitation of the Board of Directors, and the Board shall call the Ordinary General Assembly if requested by the auditor, the audit committee, or a number of shareholders representing at least 5% of the capital. The auditor may call the assembly to convene, if the board failed to invite the assembly within thirty days from the date of the auditor's request. The invitation to convene the general assembly shall be published in a daily newspaper operating in the region in which the headquarters of the company located at least twenty one days before the date set for the meeting. The invitation shall include the agenda and a copy of the invitation and the agenda shall be sent to the Ministry of Commerce and Investment and the Financial Market Authority within the specified period for publication.
Article No. 39:
(Committee reports)
The audit committee shall review the company's financial statements and the reports and notes submitted by the auditor, and express its opinions thereon, if any. It shall also prepare a report on its opinion regarding the adequacy of the internal control system in the company and the other activities it has carried out within its competence. The board of directors shall deposit sufficient copies of this report in the company's headquarters at least ten days before the date of the general assembly to provide each of the shareholders a copy thereof, and the report shall be
The audit committee shall review the company's financial statements and the reports and notes submitted by the auditor, and express its opinions thereon, if any. It shall also prepare a report on its opinion regarding the adequacy of the internal control system in the company and the other activities it has carried out within its competence. The board of directors shall deposit sufficient copies of this report in the company's headquarters at least twenty one days before the date of the general assembly to provide each of the shareholders a copy thereof, and the report shall
read during the assembly. be read during the assembly.
Article No. 43: (Financial documents)
The board of directors shall, at the end of each financial year, prepare the company's financial statements and a report on its activities and financial position for the past financial year. This report shall include the proposed method for distributing the net profits at least sixty days before the holding of the ordinary general assembly. The board shall make these documents at the disposal of the auditor at least forty- five days before the date set for the meeting of the general assembly. The Chairman, CEO and Financial Director shall sign the aforementioned documents and copies thereof shall be deposited at the headquarters of the company at the disposal of the shareholders at least ten days before the date set for the meeting of the general assembly. The chairman of the board of directors shall publish in a daily newspaper operating in the region where the headquarters of the company is located, the financial statements of the company, the report of the board of directors, and an auditor's report, and to send a copy of these documents to the Ministry of Commerce and the Financial Market Authority at least fifteen days before the date of the general assembly.
The board of directors shall, at the end of each financial year, prepare the company's financial statements and a report on its activities and financial position for the past financial year. This report shall include the proposed method for distributing the net profits at least sixty days before the holding of the ordinary general assembly. The board shall make these documents at the disposal of the auditor at least forty- five days before the date set for the meeting of the general assembly. The Chairman, CEO and Financial Director shall sign the aforementioned documents and copies thereof shall be deposited at the headquarters of the company at the disposal of the shareholders at least twenty one days before the date set for the meeting of the general assembly. The chairman of the board of directors shall publish in a daily newspaper operating in the region where the headquarters of the company is located, the financial statements of the company, the report of the board of directors, and an auditor's report, and to send a copy of these documents to the Ministry of Commerce and the Financial Market Authority at least fifteen days before the date of the general assembly.
