Fitaihi Invites its Shareholders to Attend the General Assembly Meeting through Means of Modern Technology
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| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | The Board of Directors of Fitaihi Holding Group is pleased to invite its shareholders to participate and vote in the Ordinary General Assembly Meeting (the first meeting) on Thursday, 21/04/2022, at 10:00 p.m., through means of modern technology. |
| City and Location of the General Assembly’s Meeting | Fitaihi Headquarters in Jeddah, through means of modern technology. |
| URL for the Meeting Location | https://www.tadawulaty.com.sa |
| Date of the General Assembly’s Meeting | 2022-04-21 Corresponding to 1443-09-20 |
| Time of the General Assembly’s Meeting | 22:00 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly’s Meeting | As per Article (30) of the Company’s Articles of Association, the quorum for holding the GA Meeting will be at least (25%) of the capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within an hour of the scheduled time for the first meeting, and this meeting will be valid regardless of the number of shares represented therein. |
| General Assembly Meeting Agenda | 1) Voting on the Board of Directors’ Report for the fiscal year ending on 31/12/2021. 2) Voting on the Auditor’s Report for the fiscal year ending on 31/12/2021. 3) Voting on the Consolidated Financial Statements for the fiscal year ending on 31/12/2021. 4) Voting on discharging the members of the Board of Directors from their liabilities for the fiscal year ending on 31/12/2021. 5) Vote on delegating the Board of Directors to distribute interim dividends on a biannual/quarterly basis for the fiscal year 2022. 6) Voting on the BOD’s recommendation of non-distribution of cash dividends for the second half of the fiscal year 2021. 7) Voting 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) Voting 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. (Attached) 9) Voting on appointing the external auditor for the Company, from among the candidates, based on the Audit Committee’s recommendation to review 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 agreeing to their service fees. (Attached) 10)- Voting 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 names of the candidates whose CVs are attached: 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 Omar Badawood – Independent – Member |
| Proxy Form | |
| E-Vote | All shareholders registered in the Tadawulaty service will be able to vote electronically on the Ordinary General Assembly’s agenda. Electronic voting will start at 10:00 a.m. on Monday 18/04/2022 and will last until the end of the Ordinary General assembly time. Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via the website: www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. |
| Method of Communication | For further inquiries, please contact the CG & Investor Relations Dept. through any of the following contact methods: -E-mail: sh@fitaihi.com.sa -Tel.: 012 – 2604200 |
