Fitaihi invites its shareholders to attend the Ordinary General Assembly Meeting
Fitaihi Holding Group invites its shareholders to attend the ( First Meeting ) Ordinary General Assembly Meeting
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| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | The Board of Directors of Fitaihi Holding Group is pleased to invite its shareholders to attend the Ordinary General Assembly Meeting No. 20 (the first meeting), at the meeting hall of Fitaihi Headquarters in Jeddah, (https://goo.gl/maps/BVDyXvjqh5y ), through means of modern technology, using Tadwulaty System, on Tuesday 05/05/2020 at 10.30 p.m., pursuant to the Circular of the Capital Market Authority Board issued on 16/03/2020, which stipulates that the GAs of the listed joint-stock companies will only be held via modern means of technology, while the personal attendance in such events will be suspended until further notice. This is in order to ensure the safety of the shareholders in the financial market and within the support of preventive and precautionary efforts and measures taken by the competent and relevant health authorities to address the new Coronavirus (COVID-19), and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia in taking the necessary preventive measures to prevent its spread. |
| City and Location of the General Assembly’s Meeting | The meeting hall of Fitaihi Headquarters in Jeddah |
| URL for the Meeting Location | https://goo.gl/maps/BVDyXvjqh5y |
| Date of the General Assembly’s Meeting | 2020-05-05 Corresponding to 1441-09-12 |
| Time of the General Assembly’s Meeting | 22:30 |
| 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 (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 the shares represented therein. |
| General Assembly Meeting Agenda | 1) – Voting on the Board of Directors’ Report for the fiscal year ended 31/12/2019.2) – Voting on the Auditor’s Report for the fiscal year ended 31/12/2019.3) – Voting on the Consolidated Financial Statements for the fiscal year ended 31/12/2019.4) – Voting on discharging the members of the Board of Directors from their liabilities pertaining to their management of the Company for the fiscal year ended 31/12/2019.5) – Voting on the Board of Directors’ resolution, dated 04/08/2019, to distribute a total amount of 11,000,000 SAR as interim dividends for the first half of the fiscal year 2019, (20 Halalas per share), representing 2% of the company’s capital.6) – Voting on the Board of Directors’s recommendation not to distribute dividends for the second half of the fiscal year 2019.7) – Voting on authorizing the Board of Directors to distribute interim dividends to the Company’s shareholders, semi-annually or quarterly, for the fiscal year 2020.8)- Voting on authorizing the Board of Directors with the power of the General Assembly to license; as mentioned in paragraph No. (1) of Article No. (71) of the Companies’ Act (pertaining to the authority of licensing business and contracts, which are in the interest of the Company, and where a member of the Board of Directors has a direct or indirect interest in them) for a period of one year from the date of the approval of the General Assembly or until the end of the session of the delegated board of directors (whichever is earlier), according to the conditions mentioned in the regulatory controls and procedures issued in implementation of the corporate system for listed joint stock companies.9) – Voting on the appointment of the Company’s auditor among the nominees, based on the recommendation of the Audit Committee, to audit the Interim Financial Statements for the second and third quarters of the fiscal year 2020, and to audit the Interim Financial Statements for the first, second and third quarters of the year 2021, and to examine and audit the Annual Financial Statements for the fiscal years ended 2020 and 2021, in addition to audit the Interim Financial Statements for the first quarter of the fiscal year 2022, and determine his fees.10) – Voting on the transactions and contracts, which will be executed between the Company and the International Medical Center Company (a related party); where Dr. Mohammed Ahmed Hassan Fitaihi, a member of the board of directors, has an indirect interest in them, and authorize them for a year to come. The transactions will be sales to the IMC, without any preferential conditions (among the goods that the Company sells), for not more than 5 mln. SAR. Worth mentioning that the total value of the transactions with the IMC amounted to 1,838,782 SAR, through the fiscal year 2019.11) – Voting on the transactions and contracts that will be executed between the Company and Dr. Mohammed Ahmed Hassan Fitaihi, and authorize them for a year to come, where Dr. Mohammed Fitaihi owns 20% of the capital of the subsidiary company (Precious Luxury Goods Trading Company Limited), and he is the CEO of the Retail Sector at Fitaihi Group. The transactions will be salaries and other benefits for his work at Fitaihi Group. Worth mentioning that he has received a total salary, and other benefits, for his work at the Company, amounted to 1,118,716 SAR, through the fiscal year 2019. |
| Proxy Form | |
| E-Vote | Worth mentioning that the Company’s registered shareholders in Tadawulaty Services will be able to participate in the Electronic voting that will start at 10:00 am on Saturday,02/05/2020 and will last until the time of the GA. Tadawulaty registration and voting on the General Assembly Meeting agenda items is free of charge for all the shareholders of the Company who can vote remotely 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 | In case of inquiries, please do not hesitate to contact the Corporate Governance and Investor Relations Dept. at the following:-Tel: 012-2604200-Mobile: 0554975570-E-mail: sh@fitaihi.com.sa |
