Fitaihi Holding Group Announces The Opening of the Nomination Period for the Board of Directors’ Membership for the Next Term

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FITAIHI GROUP

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1446/07/01     01/01/2025 08:07:08

Element ListExplanation
IntroductionFitaihi Holding Group is pleased to announce to its honorable shareholders the opening of the nomination period for membership in FHG’s Board of Directors for the next term, which will start on 22-04-2025 and will last for three Gregorian years until 21-04-2028, to elect seven members, provided that at least three of them are independent, according to the definition of the independent member stipulated in the Corporate Governance Regulations issued by the CMA.
Nomination for membership of the Board of Directors in its next term shall be under what is stipulated in FHG’s Policy, Standards, and Procedures for membership of the Board of Directors approved by the Extra-Ordinary General Assembly of the Company held on May 4th, 2023 (attached), as well as the applicable laws and regulations.

Please note that the election of the board members for the next term will take place at the shareholders’ General Assembly Meeting the date of which will be announced later after obtaining the necessary approvals from the relevant authorities.

The gentlemen who wish to nominate themselves for the membership of the Board of Directors of the Company and who meet the conditions and qualifications for membership will have to submit their candidacy applications within the period specified in the announcement and in accordance with the details contained in this announcement.
Type of AssemblyNew Session
Term Start Date2025-04-22
Term End Date2028-04-21
Number of members7
Nomination Start Date2025-01-01 Corresponding to 1446-07-01
Nomination End Date2025-02-05 Corresponding to 1446-08-06
Applications Submission MethodApplications for candidacy received through any of the following will be accepted:

1- Email: SH@fitaihi.com.sa (Size of an email should not exceed 6 MB.)

2- Registered mail to the following address:
Fitaihi Holding Group
PO Box 2606 – Jeddah 21461
Tel: 012-2604200

3- Hand delivery to the Headquarters Building of Fitaihi Holding Group, Madinah Road, beside Fitaihi Center, Jeddah. Attn.: CG & Investor Relations Dept.

In case of inquiries, please contact us via email or the phone number mentioned above.

Please fill in the attached CV Form No. (1) in both Arabic and English.

You may also obtain all the application forms by visiting the Company’s website via the following link:

https://shorturl.at/1zd35
Policy and criteria of nominationThe candidate must fulfill all the conditions of nomination for the Board of Directors membership in accordance with the relevant laws and regulations, and the Charter of Standards and Procedures for the Membership of the Board of Directors approved by the General Assembly of Fitaihi Holding Group (attached), which includes the following:


1- Each shareholder shall have the right to nominate himself/herself or other person(s) for membership to the Board of Directors, to the extent of his shareholding in the capital, and in accordance with the statutory regulations in this regard.
2- Anyone who is interested in being nominated to the Company Board shall declare his/her wish by notifying the Company Management in accordance with the mentioned dates, the Charter of Standards and Procedures for the Membership of the Board of Directors, and applicable rules and regulations. This notice shall include an introduction of the nominee with respect to his/her curriculum vitae, his/her qualifications, and his/her work experience; such documents shall be submitted in both Arabic and English. In addition, the nominee must provide the Company with all supporting documents, such as a national ID, family ID, and passport for non-Saudi nominees for the board membership, nomination forms, and any other relevant documents requested by the Company to meet the legal requirements.
3- A person who desires to nominate himself/herself for the membership of the Board shall disclose to the Board or the General Assembly any cases of conflicts of interest, including:
a. Having direct or indirect interest in the contracts and businesses entered into for the benefit of the Company in which he/she desires to be nominated to the Board.
b. Engaging in a business that may compete with the Company or any of its activities.
4- Nominees for Board membership shall complete the form(s) specified by the Capital Market Authority, which can be found on their website.
a. Submit a signed copy of Form No. (1) Curriculum Vitae after filling it out electronically in both Arabic and English.
b. Submit a signed copy of Form No. (3) issued by the Capital Markets Authority for Board membership candidacy in the Board of Directors of a joint stock company listed on the Saudi Stock Exchange (Tadawul) after filling it out electronically in Arabic.
5- Any nominee who is a previous board member of a joint-stock company shall state the names and dates of the boards in which he/she was a member.
6- Any nominee who has served as a board member in the Company shall enclose with the nomination notice a statement from the Company management on the last session in which he/she was a board member, including the following:
a. The number of board meetings held during each year of the session.
b. The number of meetings attended by the member and the percentage of his attendance at the total meetings.
c. The committees in which the member participated, the number of meetings held by each of these committees during each year of the session, the number of meetings attended, and the attendance percentage of the total number of meetings.
7- Membership type shall be clarified upon nomination, i.e., if the nominee is an executive member, a non-executive member, or an independent member.
8- The membership nature shall be clarified, i.e., if the member is a nominee for himself/herself or he/she represents a legal person.


To view all conditions and criteria, please refer to the Charter of Standards and Procedures for the Membership of the Board of Directors. (Attached)

The Nomination and Remunerations Committee will review the nomination requests submitted to it. Noting that incomplete applications will not be considered, and voting in the General Assembly shall be limited to the board nominees who nominated themselves in accordance with the policies, standards, and procedures for board membership and the provisions contained in this announcement.
Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange
https://shorturl.at/nZr9J
Attached Documentshttps://shorturl.at/nZr9J