1- Review and discuss the Board’s report for the fiscal year ending on 31/12/2022. 2- Review and discuss the Company’s financial statements for the fiscal year ending on 31/12/2022. 3- Voting on the auditor’s report on the Company’s accounts for the fiscal year ending on 31/12/2022. 4- Voting on the appointment of the external auditor, based on the recommendation of the Audit Committee; to examine, review and audit the financial statements for the second and third quarters as well as the annual statements for the fiscal year 2023 and for the first quarter of the year 2024, and to determine the auditor’s fees. 5- Voting on the election of the members of the Board of Directors from among the candidates for the next session, which starts from the date of 20-07-2023 and its duration is three years, which ends on 19-07-2026. (The CV facility for the candidates). 6- Voting on the formation of the audit committee for the new term starting from 20-07-2023 until the end of the session on the date of 19-05-2026, knowing that the candidates attached to their CV are: Mr. Loutfi K Echhade. Mr. Sameer Omar Baeisa Mr. Mohammmed A Alqatari. 7- Approval of Board of Director Recommendation Non-distribution of Cash Dividends to Shareholders for the year of 2022. 8- Voting on the company’s purchase of number of its shares and a maximum of (350,000) shares and keep them as treasury shares, as the Board of Directors consider that the share price in the market is less than its fair value. The purchase will be financed from the company’s own resources and authorizing the Board of Directors to complete the process within 12 months of the extraordinary general assembly’s approval date, and the company will keep the purchased shares for a maximum period of (5) years from the date of approval of the extraordinary general assembly. After the expiry of this period, the company will follow the procedures and controls stipulated in the relevant laws and regulations. 9- To vote on the decision of the Board of Directors to appoint Mr. Faisal Al-Fohaid as Independent member of the Board of Directors, starting from the date of his appointment 04-12-2022 AD to complete the session of the Board until the end date of the current session, which will end on 19-07-2023 AD, to succeed the previous member, Mr. Abdurhman Jawa (Independent member). CV attached 10- To vote on the decision of the Board of Directors to appoint Mr. Mohammmed Alqatari as non-executive member of the Board of Directors, starting from the date of his appointment 16-05-2022 AD to complete the session of the Board until the end date of the current session, which will end on 19-07-2023 AD, to succeed the previous member, Mr. Ahmad Alsari (Independent member). CV attached 11- To vote on delegating the Board of Directors with the powers of the Ordinary General Assembly with the authorization contained in Paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the implementation of the Companies Law for listed joint stock companies. 12- To vote on authorizing the Board of Directors which starting its term in 20-07-2023 to distribute interim profits on a semi-annual or quarterly basis for the fiscal year 2023 13- To vote on business and contracts which will be between the company and the heirs of Abdullah Taha Bakhsh owners of Abrar International Holdings Company (a major shareholder) and the board members Mr. Talal Bakhsh (Non-Executive) an Mr. Mohammmed A Alqatari (Non-Executive), has an indirect interest in a lease contract for a store in Jeddah (Al-Andalus Street), from the date 28-02-2009 AD until 26-02-2025 AD, with knowing that the amount of the transaction during the year 2022 will be (2,000,000) Saudi riyals, and there are no preferential terms in this deal (attached). 14- To vote on business and contracts which will be between the company and the heirs of Abdullah Taha Bakhsh owners of Abrar International Holdings Company (a major shareholder and the board members Mr. Talal Bakhsh (Non-Executive) an Mr. Mohammmed A Alqatari (Non-Executive), has an indirect interest in a lease contract for a store in Jeddah , ( Al Amir Mohammed Bin Abdul Aziz Street) Safwat Al Tahlia Center , from the date 06-04-2017 to 31-12- 2030, with knowing that the amount of the transaction during the year 2022 will be (1,985,000) Saudi riyals, and there are no preferential terms in this deal (attached). 15- To vote on business and contracts which will be between the company and one of the owners of Abrar International Holdings Company (a major shareholder) and and the board members Mr. Talal Bakhsh (Non-Executive) an Mr. Mohammmed A Alqatari (Non-Executive), has an indirect interest in land investment contract with Telal Jedah company on 02-03-2020 with knowing that the amount of the deal during 2023 will be (1,286,753) Saudi Riyals , and there are no preferential terms in this deal (attached). 16- Voting on paying an amount of SAR 1,800,000 as remuneration to the Board members for the fiscal year ending on 31/12/2022. 17- Voting on the discharge of the members of the Board of Directors for the fiscal year ended 31/12/2022. |