According to the details specified in the regulatory rules and procedures, the company may divest or sell its own shares for any of the. Purchased shares: shares bought back by the company in accordance with Section 112 of the Companies Act. General meeting: the general meeting held with the participation of the company's shareholders in accordance with the provisions of the company's articles of association and the Companies Act.
For purposes of these Rules and Procedures, shares held by the Company do not count as part of the ownership of the public. Regulations for the Depository Center: the Regulations for the Depository Center for Securities, approved by the board of the Authority. Corporate Governance Regulations: the Corporate Governance Regulations for listed companies, issued by the board of the Authority.
Subject to the maximum amount (SR 500,000) set out in Section 76 (3) of the Companies Act. b) Board members do not vote on the agenda item regarding the Remuneration of Board members at the General Assembly's meeting. After deducting the value of the repurchase transaction, the Company must have sufficient working capital for a period of twelve (12) months. The amount of Treasury shares held may not exceed the amount of retained earnings of the Company.
The Company must announce the approval of the repurchase transaction and its terms immediately after the relevant decision of the extraordinary General Meeting has been taken. The redemption transaction may not exceed 10% of the total quantity approved by the General Meeting on one trading day. However, this does not apply if the total quantity approved by the General Meeting (or the remainder of the approved quantity) is less than 10% of the trading volume on the day prior to the redemption transaction.
The Company's buyback transaction may not cause the ownership percentage of the public in the Company's shares to fall below the statutory limit, i.e. 30% or any other percentage specified by the Authority. These purchased Shares will consist of the full or partial compensation paid by the Company to the sellers of shares, interests or the acquiree. Shares to the Company to purchase them in accordance with the provisions of Section 148 of the Companies Act.
The company may not dispose of these shares in the period between the expiry of the period set by the general meeting to the final termination of the above. However, this does not apply if the quantity approved by the general meeting or the remaining quantity is less than 10% of the trading volume on the day before the repurchase transaction. Special meetings of holders of preference shares must be held in accordance with the provisions of Article 89 of the Companies Act.
The company that, by decision of the General Meeting or the Board of Directors (for interim dividends), declares to pay dividends will undertake to pay the amounts (representing the shares of each shareholder in dividends) to the respective shareholders within 15 working days of the issuance of the dividends. the resolution.
Period for trading of pre-emptive rights and the subscription in the new Shares
Rump Offering Period (if any)
If the price of small shares is higher than the offer price, the difference (if any) will be distributed after deducting the subscription money and expenses incurred by the company in connection with the sale of these rights, as a compensation to the holders of preferential rights. rights, whether they are registered shareholders or new investors, who have purchased a preferential right and have not registered it or have not sold their preferential right in proportion to the preferential right they hold. Any surplus resulting from the purchase of shares by investment institutions at a price higher than the offer price (if any) is distributed by the subscription manager to registered shareholders or new investors who have not subscribed their rights or sold these rights proportionately. to the rights they have.
Allocation of shares to subscribers
If such shares are not subscribed for before the end of the second subscription period, the common shares resulting from the failure to exercise or sell such preemptive rights will be offered during the remainder of the common offering period. The indicative value of preferential rights reflects the difference between the market value of the company's shares during the trading period and the offer price, which the stock exchange regularly calculates and publishes on its website during the trading period. The indicative value of the preferential rights reflects the difference between the market value of the company's shares during the trading period and the offer price.
A shareholder in a company may authorize, on the basis of a written proxy, another natural person, whether from the shareholders of the Company or others, provided that he is not a member of the Board or an employee of the Company, to receive part. In case the signatory is the legal agent of the appointing shareholder with power of attorney at the notary, together with the power of attorney, a copy of the said power of attorney is attached. Notwithstanding the information required in paragraph (a) of this article, a shareholder may authorize another person, from the shareholders of the Company or others, provided that he is not a member of the Board or an employee of the Company, to participate .
Meetings of the General Meeting or the Special Meeting on its behalf under a legal power of attorney, provided that such power of attorney expressly states the right of the representative to attend the meetings of the General Meeting and the Special Meeting of the Company ( if applicable) and to vote on its agenda items. notaries in the kingdom. Such letter shall be deemed an official letter of proxy providing such representatives with the opportunity to attend meetings of the General Meeting or Special Meeting held within one (1) year from the date of the letter of proxy. If the Company's articles of association do not contain such a restriction, a single proxy holder may accept more than one proxy letter from the Company's shareholders, attend meetings and vote on their behalf, regardless of the number of shares he represents at a meeting, except.
Such a power of attorney is valid if the meeting is postponed to a second or third meeting due to the lack of a quorum at the first meeting for which the power of attorney was issued. Article fifty-three Explanation The shareholder or his authorized representative must deliver the original authorization to the company at least two days before the meeting of the general meeting, and the authorized representative must submit the original authorization before the meeting of the general meeting. Any power of attorney issued in violation of the Work shall be excluded and deemed void.
The company may accept proxies that are not received within the period defined in Article 53 of these rules and procedures, provided that they are submitted to the company before the closing of the process of registration of shareholders to participate in the General Assembly or the Special Assembly. The business or contract will not be part of the business and consulting contracts that a board member performs with a professional license for the company in accordance with Article 3 of this regulation. The law on commercial companies and its regulations in force before the end of the period determined by the Board of Directors.
If the ordinary general meeting refuses to grant the authorization in accordance with article (72) of the Companies Act and article (56) of these Regulatory Rules and Procedures, the board member must resign within a period set by the general meeting; otherwise, his/her membership of the Board shall be deemed terminated unless he/she decides to withdraw from such contract, transaction or competing venture or adjust his/her situation accordingly. Company legislation and its implementing provisions before the end of the period set by the general meeting.
