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| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | Fitaihi Holding Group is pleased to announce the results of the Ordinary General Assembly Meeting (First Meeting). |
| City and Location of the General Assembly’s Meeting | The GA Meeting was held remotely from the Company’s Headquarters in Jeddah through means of modern technology. |
| Date of the General Assembly’s Meeting | 2022-04-21 Corresponding to 1443-09-20 |
| Time of the General Assembly’s Meeting | 22:00 |
| Percentage of Attending Shareholders | 40.91545% |
| Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees | The meeting was attended by the following Directors of the Board: 1)- Shk. Ahmed H. Fitaihi – Chairman – Head of Meeting 2)- Dr. Ibrahim Al-Madhoun – Vice-Chairman 3)- Dr. Adnan Soufi 4)- Dr. Suhail Qadi 5)- Eng. Abdulmalik A. Fathaddin 6)- Mr. Omar Riyadh Al-Humaidan 7)- Mrs. Bayan Adel M. Fakieh The meeting was attended by the CEO, Mr. Yasser Yehia, and the external Member of the Audit Committee, Mr. Uthman Riyadh Al-Humaidan. |
| Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Members of such Committees Attending on Their Behalf | The meeting was attended by the following chairmen of the board committees: 1)- Shk. Ahmed H. Fitaihi – Chairman of Investment Committee 2)- Dr. Ibrahim Al-Madhoun – Chairman of Risk Management Committee 3)- Dr. Adnan Soufi – Chairman of Audit Committee 4)- Dr. Suhail Qadi – Chairman of Nomination and Remuneration Committee |
| Voting Results on the Items of the General Assembly’s Meeting Agenda’s | 1) Approval on the Board of Directors’ Report for the fiscal year ending on 31/12/2021. 2) Approval on the Auditor’s Report for the fiscal year ending on 31/12/2021. 3) Approval on the Consolidated Financial Statements for the fiscal year ending on 31/12/2021. 4) Approval on discharging the members of the Board of Directors from their liabilities for the fiscal year ending on 31/12/2021. 5) Approval on delegating the Board of Directors to distribute interim dividends on a biannual/quarterly basis for the fiscal year 2022. 6) Approval on the BOD’s recommendation of non-distribution of cash dividends for the second half of the fiscal year 2021. 7) Approval on delegating to the Board of Directors, in its tenure that starts on 22-04-2022, the authorization powers of the General Assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies. 8) Approval on the business and contracts that took place between the Company and the International Medical Center (a related party), in which the Chairman of the Board of Directors SHK. Ahmed Hassan Fitaihi has an indirect interest. The International Medical Center purchased goods (gold) for SAR 2,720,395, from Fitaihi Retail Company (a subsidiary), on 8-3-2022. This transaction falls within the usual activity of Fitaihi Retail Company, without preferential terms and with the same conditions that the Company follows with the general dealers and contractors. Worth mentioning that there was no business between the Company and the (IMC) during the year 2021. 9) Approval on appointing the external auditor for the Company, (Dr. Mohamed Al-Amri & Co.), from among the candidates, to examine and audit the Company’s second quarter, third quarter, and the annual financial statements of the fiscal year 2022, and the first quarter of 2023, and agree to their service fees. 10)- Approval on the formation of the Audit Committee and the definition of its duties, work regulations, and remuneration of its members for the new term starting from 22/04/2022 for a term of three years, ending on 21/04/2025. The following are the members of the AC Committee: A- Dr. Adnan Abdulfattah Soufi – Independent – Chair (Specialist in financial and accounting affairs) B- Dr. Ibrahim Hassan Al-Madhoon – Non-Executive – Member C- Dr. Ibrahim Mohammed Omar Badawood – Independent – Member |