Rights of shareholders and the general assembly

Article 1: General Rights of Shareholders

  1. The meeting of General Assembly shall be valid attended by shareholders representing at least 50% of the capital. Resolutions of the Ordinary General Assembly by majority of voices represented in the meeting.
  2. The truly composed General Assembly represents all shareholders, and issue the resolutions within its agenda, according to Company Articles of Association and shall be binding to all shareholders, no exceptions.
  3. Shareholders are entitled to discuss the issues on the agenda of the General Assembly, and ask related questions to Board of Directors members and Auditor. Board of Directors and/or Auditor shall answer such questions to the limit that does not jeopardize Company interests.
  4. The issues to be discussed by General Assembly shall be accompanied with sufficient information to help shareholders take their decisions.
  5. Shareholders are entitled to view the minutes of the General Assembly meeting, and the Company shall provide CMA with a copy of the minutes within 10 workdays of the date of meeting.
  6. The Company shall declare the results of the General Assembly meeting as soon as it is finished on the Capital Market website.

Article 2: Shareholders Rights related to General Assembly

  1. A General Assembly shall convene once a year at least within the six months following the end of the company’s financial year.
  2. The General Assembly shall convene upon a request of the Board of Directors. The Board of Directors shall invite a General Assembly to convene pursuant to a request of the auditor or a number of shareholders whose shareholdings represent at least 5% of the equity share capital.
  3. Date, place, and agenda of the General Assembly shall be specified and announced by a notice, at least 20 days prior to the date the meeting; invitation for the meeting shall be published in the Exchange’ website, the company’s website and in two newspapers of voluminous distribution in the Kingdom. Modern high tech means shall be used in communicating with shareholders.
  4. Arrangements shall be made for facilitating the participation of the greatest number of shareholders in the General Assembly, including inter alia determination of the appropriate place and time.
  5. In preparing the General Assembly’s agenda, the Board of Directors shall take into consideration matters shareholders require to be listed in that agenda; shareholders holding not less than 5% of the company’s shares are entitled to add one or more items to the agenda upon its preparation.

Article 3: Voting Rights

  1. Every shareholder holding 20 shares is entitled to attend the General Assembly, and he may appoint a representative to attend on his behalf provided that this appointment should be submitted in a written proxy according to the following terms and conditions:
    1. Proxy should be given to a Board of Directors member, Company employee or any person assigned permanently with a technical or administrative job.
    2. Proxy should be precise and reach the Company 3 workdays ahead of the date of the meeting; no proxy shall be accepted after such date.
    3. If the proxy was issued by the shareholder or his representative to a third party, his signature must be attested by an approved official authority.
    4. In voting in the General Assembly for the nomination to the board members, the accumulative voting method shall be applied.
  2. Shareholders must be given the opportunity for active sharing and voting in General Assembly meetings. In addition, they should be notified of the rules governing such meetings and voting procedures.
  3. Voting is deemed to be a fundamental right of a shareholder, which shall not, in any way, be denied. The company must avoid taking any action which might hamper the use of the voting right; a shareholder must be afforded all possible assistance as may facilitate the exercise of such right.

Article 4: Dividends Rights of Shareholders

  1. The Company shall lay down a clear policy regarding dividends distribution in a manner that may realize the interests of shareholders and those of the company. Shareholders shall be informed of that policy during the General Assembly and reference thereto shall be made in the report of the Board of Directors.
  2. Board of Directors is entitled to distribute the dividends, define date of maturity and limit the policy of distribution to what has been resolved in General Assembly meeting.
  3. The General Assembly shall approve the dividends and the date of distribution. These dividends, whether they be in cash or bonus shares shall be given, as of right, to the shareholders who are listed in the records kept at the Securities Depository Center as they appear at the end of trading session on the day on which the General Assembly is convened.

Article 5: Shareholders Rights in Company Assets

  1. Shareholders shall have rights and incur liabilities in Company assets equal to his holdings of Company shares.

Upon liquidation, the Company guarantees the equal distribution of its net assets on its shareholders, each according to the number of his shares in the Company.