Rights of Shareholders and the General Assembly

Article 1: General Rights of Shareholders General Meeting

  1. The Ordinary General Meeting shall not be valid unless attended by shareholders representing at least fifty (50) percent of the capital. If such quorum is not achieved in the first meeting, a second meeting shall be called to be held within the next thirty (30) days following the previous meeting. The second meeting shall be valid regardless of the number of shares represented thereat. Resolutions shall be passed by majority votes, and in case of a tie, the Chairman’s vote shall carry (shall be the casting vote).
  2. The Extraordinary General Meeting shall be valid only if it is attended by shareholders representing at least sixty (60) percent of the capital. If such quorum is not achieved in the first Meeting, a second Meeting shall be called and shall be valid if attended by shareholders representing at least forty (40) percent of the capital.
  3. The validly composed General Meeting represents all shareholders, and issue the resolutions within the scope of its authorities, according to Corporation’s Articles of Association and shall be binding to all shareholders, without exception.
  4. Shareholders are entitled to discuss the issues on the agenda of the General Meeting, and pose relevant 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 Corporation’s interests.
  5. The issues to be discussed by General Meeting shall be accompanied with sufficient information to help shareholders take their decisions.
  6. Shareholders are entitled to view the minutes of the General Meeting, and the Corporation shall provide CMA with a copy of the minutes within 10 workdays of the date of meeting.
  7. The Corporation shall announce the results of the General Meeting as soon as it is finished on the Capital Market website.

Article 2: Shareholders Rights related to General Meeting

  1. A General Meeting shall convene once a year at least within the six months following the end of the Corporation’s financial year.
  2. The Board of Directors may call for the General Meeting to convene whenever the Board deems it appropriate. The Board of Directors shall also invite a General Meeting 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. The Board of Directors shall specify the date, venue, and agenda of the General Meeting at least 20 days prior to the date the meeting. The invitation for the meeting shall be announced/posted in the CMA website, the Corporation’s website and in two newspapers of voluminous distribution in the Kingdom.
  4. Arrangements shall be made for facilitating the participation of the greatest number of shareholders in the General Meeting, including, inter alia, choice of the appropriate place and time.
  5. In preparing the General Meetings’ agenda, the Board of Directors shall take into consideration matters the Shareholders require to be listed therein. The Shareholders holding not less than 5% of the Corporation’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 Meeting, and he may appoint a representative to attend on his behalf provided that such appointment should be submitted in a written proxy according to the following terms and conditions:
    1. Proxy should not be given to a Board of Directors member, Corporation employee or any person assigned permanently with a technical or an administrative job for the Corporation.
    2. Proxy should be precise and reach the Corporation 3 workdays ahead of the date of the meeting; no proxy shall be accepted after such date.
    3. If the proxy is 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 Meeting for the nomination to the board members, the accumulative voting method shall be applied.
  2. Shareholders must be given the opportunity for active participation and voting in General 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 in no way be denied. The Corporation must avoid taking any action which might hamper the exercising of the voting right; a shareholder must be afforded all possible assistance as may facilitate the exercising of such right.

Article 4: Dividends Rights of Shareholders

  1. The Corporation shall lay down a clear policy regarding dividends distribution in a manner that may realize the interests of both of the shareholders and the Corporation. Shareholders shall be informed of that policy during the General Meeting and reference thereto shall be made in the annual report of the Board of Directors.
  2. The Board of Directors is entitled to distribute the dividends, define the date of maturity and limit the policy of distribution to what has been resolved in General Meeting.
  3. The General Meeting shall approve the distributable 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 Meeting is convened.

Article 5: Shareholders Rights in Corporation Assets

  1. Shareholders shall have rights and incur liabilities in Corporation assets equal to his holdings of Corporation shares.
  2. Upon liquidation, the Corporation guarantees the equal distribution of its net assets to its shareholders, each according to the number of his shares in the Corporation.