Fitaihi Opens Candidacy for Board Members’ Elections

Fitaihi Holding Group announced on Monday to its shareholders the opening of candidacy for membership of the Company’s Board of Directors for the next session, 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 Saudi Capital Market Authority, for the next session starting on 22-04-2022 up to 21-04-2025.

The nomination process will take place for the next session of the membership of the Board of Directors in accordance with the provisions contained in the Companies Law issued by the Ministry of Commerce, the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the membership policy approved by the General Assembly of the Company.

Candidates will be also elected to the Board of Directors during the next General Assembly meeting, which will be announced later.

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 Assembly: New Session

Assembly Start Date:    2022-04-22

Assembly End Date:      2025-04-21

Number of members:   7

Application Start Date:  2022-01-03

Application End Date:     2022-02-05

Candidacy applications are required to be sent with the attached documents to the attention of the Remuneration and Nomination Committee by mail to the Company’s address in Jeddah or handing them over to the following address (and it’s necessary to send a copy by email(:

1-The Headquarters of Fitaihi Holding Group, Madinah Road, beside Fitaihi Center, Jeddah. Attn.: CG & Investor Relations Dept.

The 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:

• Each shareholder shall have the right to nominate himself/herself or other person(s) for the membership to the Board of Directors, within the limits of his/her shareholding in the capital.
• 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 stipulated dates in this announcement, 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 Arabic language. In addition, he/she must provide the Company with the all supporting documents such as (National ID, Family ID, Passport for non-Saudis nominees for Board membership and any other relevant documents requested by the Company to meet the legal requirements).
• A person who desires to nominate himself/herself for the membership of the Board shall disclose to the Board and the General Assembly any cases of conflicts of interest, including:

1. 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.
2. Being engaged in a business that may compete with the Company or any of its activities.

• Nominees for Board membership shall complete the form(s) specified by the Capital Market Authority, which can be found on their website.

1. Submit a signed copy of form No. (1) Curriculum vitae after filling it out electronically in both Arabic and English.
2. 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.

• 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.
• Any nominee who has served as a Board Member in the Company shall enclose with the nomination notice a statement from the Company’s Management on the last session in which he/she was a Board member (Attached) including the following:

1. The number of Board meetings held during each year of the session.
2. The number of meetings attended by the member, and the percentage of his attendance of the total meetings.
3. 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.

• Membership type shall be clarified upon nomination, i.e. if the nominee is an executive member or a non-executive member or an independent member.
• The membership nature shall be clarified, i.e. if the member is a nominee for himself/herself or he/she represents a legal person.

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.