IssuerAnnouncementDetailsV2Portlet
SHL Finance Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)
Element List | Explanation |
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Introduction | The Board of Directors of SHL Finance Company are delighted to invite the Shareholders of the Company to attend the Annual Ordinary General Assembly (First Meeting) Scheduled to be conveyed on Sunday evening at 18:45 PM on 30th June 2024, electronically. |
City and Location of the General Assembly's Meeting | Head Office of the Company, King Abdelaziz Rood 8246, P. O. Box 27072 Riyadh 11417, and the Meeting will be through electronic means only. |
Hyperlink of the Meeting Location | Click Here |
Date of the General Assembly's Meeting | 2024-06-30 Corresponding to 1445-12-24 |
Time of the General Assembly’s Meeting | 18:45 |
Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
Quorum for Convening the General Assembly's Meeting | the Annual General Assembly meeting shall be valid only if attended by shareholders representing at least (25%) one-quarter of the Share capital. If such quorum is not attained in the first meeting, a second meeting shall be held one hour after the lapse of time set for the first meeting. The second meeting shall be valid if attended by any number of shareholders. |
General Assembly Meeting Agenda | 1- To review and discuss the Board of Directors Report for the fiscal year ended 31st December 2023. (attached). 2- To review and discuss the Financial Statements for the fiscal year ended 31st December 2023. (attached). 3- To vote on the External Auditors Report for the fiscal year ended 31st December 2023 after its discussion. (attached) 4- To vote on absolving the members of the Board of Directors from liabilities for the fiscal year ended 31st December 2023. 5- To vote on the Board of Directors resolution on the appointment Mr. Mohammed bin Abdulrhman Alghannam as independent member in the Board of Directors starting from the date of his appointment on 17th October 2023 up to the end of the current Board of Directors’ term on 27th November 2025 in replacement of the previous none executive Board member Mr. Othman bin Kheri Bader. (C.V. attached) 6- To vote on Board of Directors resolution on the appointment of Mr. Ibrahim bin Abdullah Aljasir as an independent Board member starting from 17th March 2024 up to the end of the current Board of Directors’ term on 27th November 2025 in replacement of the previous independent Board member Mr. Saud bin Abdulaziz Algussaiyer. (C.V. attached) 7- Voting on the distribution of remuneration for the Board members for total amount of (2,846,000) two million eight hundred forty-six thousand for the year ended 31st December 2023 (attached). 8- Voting on the distribution of remuneration for the Board Committees members for total amount of (2,057,000) two million fifty-seven hundred thousand for the year ended 31st December 2023 (attached). 9- To vote on the appointment of the company’s auditor from among the candidates based on the Audit Committee recommendation to examine, review, and audit the financial statements for the second, third and annual financial statements for the year 2024, and the first quarter of the year 2025, and to determine his fees. (attached). 10- To vote on delegating the Board of Directors to distribute Interim Profits on Quarterly or Simi Annual basis for the year 2024. 11- To vote on the transactions and contracts made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, related to the banking facilities (Islamic Tawarruq Financing) obtained from the Arab National Bank, with a total balance of 1.70 Billion Saudi Riyals as of December 31st , 2023, along with the consequences of these facilities such as burdens and costs in the amount of 117.3 Million Saudi Riyals during the same year and on the basis of the SIBOR of the bank's profit margin, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 12- To vote on the transactions and contracts, made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, the company amortizes the previous balance on a monthly basis until the end of those contracts. The unpaid part of the commission, paid to the Arab National Bank, was amounted to 12.1 Million Saudi Riyals as of December 31st, 2023. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 13- To vote on the transactions and contracts, made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, related to service fees, representing the value of administrative services provided by SHL Finance Company related to real estate financing contracts, sold to the Arab National Bank during 2014, according to the asset sale agreement signed with the Arab National Bank. The inclusive service revenues during the year were amounted to 4.4 Million Saudi Riyals, net after deducting the costs of services, and the balance of service fees due from the Arab National Bank was amounted to 0.5 Million Saudi Riyals as of December 31st, 2023. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 14- To vote on the transactions and contracts, made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, related to fair value of derivative financial instruments and hedging profit, during 2022, the company signed an interest rate swap agreement to hedge its exposure to interest rate risk on financing contracts with a fixed profit cost by exchanging prices between the fixed interest paid monthly. The positive fair value of the interest rate swap as of December 31st, 2023, was amounted to 26.95 Million Saudi Riyals, with a nominal amount of 179 Million Saudi Riyals. Hedging revenue recognized in the profit/loss statement during the year, was 6.5 Million Saudi Riyals, that appear deducted from the facility cost, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 15- To vote on the transactions and contracts, made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, related to the Service Level Agreement for Sharia supervision, on January 1, 2022, the company signed a Service Level Agreement (SLA) with the Arab National Bank regarding assigning the tasks of Sharia Compliance and Sharia Audit, for two years, at an amount of 10 Thousand Saudi Riyals monthly. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 16- To vote on the transactions and contracts, made between the company and the shareholder, the Arab National Bank, which the Board member Mr. Obaid Abdullah Al Rasheed had indirect interest, , related to Credit-Sales (Murabaha Deposits), during the year, the company signed Credit-Sales (Murabaha Deposits) agreements with the Arab National Bank, as part of the company's strategy for the optimal use of available cash, as the outstanding balance of Credit-Sales (Murabaha Deposits), as of December 31st , 2023, the realized deposit profits, for the year, were amounted to 23K Saudi Riyals. The contract is considered as continuous dealings which is subject to annual review and renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 17- To vote on the transactions and contracts, made between the company and the shareholder, Dar Al Arkan Real Estate Development Company, which Board member Mr. Yousef Abdullah Al Shalash had indirect interest, represented in the fact that the company, during the year within its normal activity, financed clients to purchase ready housing units within the housing projects, developed by Dar Al Arkan Real Estate Development Company in various regions of the Kingdom and according to the customers’ desire and choice. Total value of the residential units purchased from Dar Al Arkan Real Estate Development Company and financed to customers during the year 2023, was amounted to 3.8 Million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 18- To vote on the transactions and contracts, made between the company and the shareholder, Tharawat Real Estate Assets Company, which the Board member Mr. Yousef bin Abdullah Al Shalash, has an indirect interest, and these amounts are represented in the rental value for offices space Nos. (004/103/104/303/304) rented by the company’s Head Offices in Madarat Towers, located in Riyadh, Al-Wazarat district, with a total area of 1961 M2, according to the agreement signed between the company and Tharawat Real Estate Assets Company on 01/01/2020. The rents paid for the year 2023, were amounted to 2.18 Million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 19- To vote on the transactions and contracts, made between the company and Wasalt Real Estate Services Company, in which the Board member Mr. Youssef bin Abdullah Al Shalash, has an indirect interest. Whereas, on 01/07/2022, the company signed an annual real estate marketing services agreement with Wasalt Real Estate Services Company, in order to attract clients and finance them through the Company. The commissions paid to Wasalt Real Estate Services Company during the year 2023, were amounted to 0.11 Million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 20- To vote on the transactions and contracts implemented between the company and Quara Digital for Technical Support Services, in which the Board member Mr. Youssef bin Abdullah Al Shalash, has an indirect interest. Whereas, on 22/08/2022, the company signed an annual Technical Support Services Agreement with Quara Digital for Technical Support Services, in order to provide the necessary technical support for the company. The fees paid to Quara Digital for Technical Support Services during the 2023, were amounted to 0.17 Million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) 21- To vote on the transactions and contracts, made between the company Al Khair Capital, which the Board member Mr. Yousef Abdullah Al Shalash had indirect interest, related to Credit-Sales (Murabaha Deposits), during the year, the company signed Credit-Sales (Murabaha Deposits) agreements with the Al Khair Capital, as part of the company's strategy for the optimal use of available cash, as the outstanding balance, of credit-sales (Murabaha Deposits), as of December 31st , 2023, was amounted to 31.1 Million Saudi Riyals, and the realized deposit profits for the year, were amounted to 1.1 Million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. (attached) |
Proxy Form | ![]() |
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The Shareholder has the right to discuss the items stated in the meeting Agenda, and to direct questions and all Shareholders registered on Tadawulaty website has the right to vote on the meeting Agenda Items (electronic voting) |
Details of the electronic voting on the Assembly’s agenda | The shareholders may remotely vote on the Annual General Assembly Meeting’s Agenda via (E-voting service) through Tadawulaty website www.tadawulaty.com.sa The remote voting will start on Thursday, 27th June 2024 at (01:00) AM, and the voting will end once the Ordinary General Meeting ended. Please note that registration in Tadawulaty service and voting is provided free of charge. |
Method of Communication in Case of Any Enquiries | The respectable Shareholders can participate on the General Meeting discussions of the agenda and raise any questions or inquiries to the Board members or the external auditors, please contact the Company’s Investor Relations through: Email: ir@shlfinance.com Telephone: 011- 8477982. |
Attached Documents | ![]() |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.