General Assemblies

The General Assembly, properly constituted according to the law, represents all shareholders in the company.

Calling the General Assembly

General assemblies of shareholders are convened by an invitation from the company’s Board of Directors. The Board must also call for an ordinary General Assembly meeting if requested by the auditor, the audit committee, or shareholders representing at least 5% of the capital. The auditor may call for the assembly if the Board does not do so within 30 days of the auditor’s request.

The invitation to convene the General Assembly shall be published in a daily newspaper distributed in the company’s headquarters area before the specified date as defined by the law, including the agenda. However, it is permissible to fulfill the invitation by publishing it on the financial market website (Tadawul) at the specified time. A copy of the invitation and the agenda must be sent to the Ministry of Commerce and Investment and the Capital Market Authority within the publication deadline.

Every shareholder has the right to attend the shareholders’ General Assemblies and may delegate another person (other than Board members or company employees) to attend on their behalf using a special proxy form.

An ordinary General Assembly meeting is valid only if shareholders representing at least half of the capital attend. If the quorum is not met at the first meeting, one of the following options applies:
A second meeting is held one hour after the end of the specified period for the first meeting, provided that the invitation to the first meeting indicated the possibility of holding this second meeting.
An invitation is sent for a second meeting to be held within 30 days after the first meeting, published as stipulated in Article 32 of the system.
In all cases, the second meeting is valid regardless of the number of shares represented.

An extraordinary General Assembly meeting is valid only if shareholders representing at least half of the capital attend. If the quorum is not met at the first meeting, one of the following applies:

1. A second meeting is held one hour after the end of the specified period for the first meeting, provided the invitation to the first meeting indicated the possibility of holding this meeting.
2. An invitation is sent for a second meeting held under the same conditions stipulated in Article 32 of the system.

In all cases, the second meeting is valid if shareholders representing at least a quarter of the capital attend.

If quorum is not met at the second meeting, a third meeting is called under the same conditions set in Article 32 of the system, and the third meeting is valid regardless of the number of shares represented after approval by the competent authority.

Decisions of the ordinary General Assembly are issued by an absolute majority of the shares represented in the meeting.

Decisions of the extraordinary General Assembly are issued by a two-thirds majority of the shares represented, except in cases related to increasing or decreasing capital, extending the company’s term, dissolving the company before the term ends, or merging with another company, where decisions require a three-quarters majority.

Each shareholder has the right to discuss agenda items and direct questions about them to the Board members or the auditor. The Board or auditor shall answer shareholders’ questions as long as the company’s interest is not compromised. If a shareholder finds the answer unsatisfactory, they may refer the matter to the General Assembly, whose decision is binding.

Every shareholder has the right to review the minutes of the General Assembly meeting at the company’s headquarters during official working hours.