1. Approval of reducing the company’s capital based on the recommendation of the Board of Directors according to the following: - The company's capital before the reduction: (630,000,000) Saudi riyals. - The company's capital after reduction: (482,334,000) Saudi riyals. - Number of shares before the reduction: (63,000,000) shares. - Number of shares after the reduction: (48,233,400) shares. Reduction rate: 23.44% of the company's capital. - Reason for capital reduction: To restructure the capital and amortize (23,44%) of the accumulated losses as on September 30, 2021, at a value of (147,666,000) Saudi riyals. - Method of capital reduction: Cancellation of (14,766,600) ordinary shares of the company's shares, 2.34 shares will be canceled for every 10 shares. - Date of reduction: at the end of the second trading day following the date of the Extraordinary General Assembly in which it was decided to reduce the capital. - The effect of the capital reduction on the company's obligations: There is no effect of reducing the company's capital on its financial obligations. - Approval of the amendment of Article (7) of the company's articles of association, related to the capital. 2. Approval of the amendment of Article (31) of the company's articles of association related to inviting assemblies. 3. Approval of the amendment of Article (42) of the company's articles of association, related to the reports of the Audit Committee. 4. Approval of the report of the Board of Directors for the fiscal year ending on December 31, 2021 AD. 5. Approval of the auditor's report for the fiscal year ending on December 31, 2021 AD. 6. Approval of the audited financial statements for the fiscal year ending on December 31, 2021 AD. 7. Approval of the disbursement of an amount of 1,400,000 Saudi riyals as a reward to the members of the Board of Directors for the fiscal year ending on December 31, 2021 AD. 8. Approval of releasing the members of the board of directors from liability for the fiscal year ending on December 31, 2021 AD. 9. Approval of the election of members of the Board of Directors from among the candidates for the next term, which begins on 10/24/1443 AH, corresponding to 05/25/2022 AD, and has a term of three years, ending on 11/26/1446 AH, corresponding to 05/24/2025AD. delusion: 1- Mr. Abdul Ilah bin Abdullah Abunayan. 2- Mr. Musab bin Suleiman Al-Muhaidib. 3- Mr. Abdul Raouf bin Walid Al-Bitar. 4- Mr. Eid bin Faleh Al-Shamri. 5- Eng. Azzam bin Saud Al-Mudaihim. 6- Mr. Hossam bin Ali Shobokshi. 7- Mr. Rashid bin Abdul Rahman Al-Rasheed. 10. Approval of the formation of the Audit Committee, defining its tasks, work controls, and remunerations for its members for the new term, which begins on 10/24/1443 AH, corresponding to 05/25/2022 AD, and has a duration of three years, ending on 11/26/1446 AH, corresponding to 05/24/2025AD. , delusion: 1) Mr. Eid Faleh Al-Shamry as Chairman 2) Mr. Ahmed Zaki Al-Fraih as a member 3) Mr. Mohamed Abdel Mohsen Al-Qurainis as a member 11. Approval of the appointment of Messrs. PricewaterhouseCoopers (PWC) as the company’s auditor from among the candidates based on the audit committee’s recommendation, to examine, review and audit the financial statements for the second, third, fourth and annual quarters of 2022 AD, and for the first quarter of the fiscal year 2023 AD, and to determine their fees. 12. Approval of the business and contracts that are made for the company and Himma Capital Company as transactions with related parties (with direct interest) and whose board of directors is chaired by the Chairman of the Board of Directors, Mr. Abdulelah Abunayan, and a member of the Board of Directors, Mr. Musab Al-Muhaidib, as transactions of direct interest. The company entered into a contract with Himma Capital Company, with an independent consultant contract, to reduce and increase the company’s capital, and the value of the interest amounted to 750 thousand Saudi riyals. |