Nayifat Finance GA to discuss BOD member election ‎

The Board of Directors of Nayifat Finance company is pleased to invite the esteemed shareholders to participate and vote in the extraordinary general assembly meeting (First Meeting) scheduled to be held through modern technology means, at 19:00 on Sunday, 25-09-2022 G (29-02-1444 H).

General Assembly Meeting Agenda:

1-Voting on the Board’s resolution to appoint Mr. Yousef Ibrahim Ibrahim AlShaer as a (Independent) Board member, starting from the date of his appointment on 27/06/2022 G. to complete the board term until the end of the current term on 24/09/2022 G, succeeding the former Board member Mr. Abdul-Mohsen Abdul-Rahman AlSuwailem (Executive). (CV attached)

2-Voting on the election of the Board members from among the candidates for the next term, commencing from 25-09-2022 G, for a term of three years, ending on 24-09-2025 G. (Candidates’ CVs attached)

3-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, commencing from 25-09-2022 G, for a term of three years, ending on 24-09-2025 G. The following are the names of the candidates (Whose CVs are attached):

1. Mr. Saad Abdulmohsen Abdulaziz Al-Humaidi
2. Mr. Fahad Sulaiman Abdulrahman Al-Nuhait
3. Mr. Aziz Mohammed Mubarak Al-Qahtani

4-Voting on the formation of the Shareaa Committee for the new session starting from 25-09-2022 and ending on 24-09-2025 for three years, noting that the candidates are (Whose CVs are attached):

1. Shaikh/ Abdullah bin Sulaiman Mohammed Al-Manea – Chairman
2. Dr./ Mohammad bin Ali al-Quri bin Eid – Member
3. Dr./ Abdulrahman bin Abdulaziz Saad Al-Nafisa – Member

5-Voting on the amendments on Article No. 3 relating to (Company purposes), of the Article of Association of Nayifat. (Attached)

6-Voting on the business and contracts that will be concluded between Nayifat and Yaqeen (Falcom Financial Services), in which two board members Mr. Abdul-Mohsen Abdul-Rahman AlSuwailem(Former Member) and Mr. Bandar Mohammed AlBaiz have indirect interest in it (Related-Parties) for the year 2022, The transactions About (lease of the company’s headquarters in Falcom’s building, First Party Nayifat and second party Yaqeen “Falcom Financial Services”), Note that the transactions that took place during 2021 was 983,538 SAR including VAT, without Any preferential conditions. (Attached)

7-Voting on the business and contracts that will be concluded between Nayifat and Yaqeen (Falcom Financial Services), in which two board members Mr. Abdul-Mohsen Abdul-Rahman AlSuwailem(Former Member) and Mr. Bandar Mohammed AlBaiz have indirect interest in it (Related-Parties) for the year 2022, The transactions About (lease of the company’s Olaya branch in Falcom’s building “First Party Nayifat and second party Yaqeen “Falcom Financial Services”), Note that the transactions that took place during 2021 was 227,010 SAR including VAT, without Any preferential conditions. (Attached)

8-Voting on the business and contracts that will be concluded between Nayifat and Yaqeen (Falcom Financial Services), in which two board members Mr. Abdul-Mohsen Abdul-Rahman AlSuwailem(Former Member) and Mr. Bandar Mohammed AlBaiz have indirect interest in it (Related-Parties) for the year 2022, The transactions About (lease of warehouse “First Party Yaqeen “Falcom Financial Services” and second party Nayifat), Note that the transactions that took place during 2021 was 11,500 SAR including VAT, without Any preferential conditions. (Attached)

9-Voting on the business and contracts that will be concluded between Nayifat and Yaqeen (Falcom Financial Services), in which two board members Mr. Abdul-Mohsen Abdul-Rahman AlSuwailem (Former Member) and Mr. Bandar Mohammed AlBaiz have indirect interest in it (Related-Parties) for the year 2022, The transactions About (Portfolio Investment Manager), Note that the transactions that took place during 2021 was 3,070,000 SAR including VAT, without Any preferential conditions. (Attached)

Registered shareholders in Tadawulaty services can vote remotely on the on the general Assembly’s meeting agenda starting from 01:00 AM, Wednesday 25/02/1444 (21/09/2022), till the end of the general assembly’s time.

The service is provided by Edaa Center free of charge for all shareholders. Registration and voting can be done through the link: https://www.tadawulaty.com.sa

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.

According to Article (36) of the Nayifat’s Articles of Association, an extraordinary general assembly meeting is valid if attended by shareholders who represent at least half of the capital. In the event that the quorum is not completed in the first meeting, the second meeting will be held one hour after the time of the first meeting, and the second meeting will be considered valid if attended by shareholders who represent at least a quarter of the capital. If there is no quorum at the second meeting, an invitation is made to a third meeting to be held in the same conditions as article (33) of the company’s statute, and the third meeting is valid, regardless of the number of shares represented in it after the approval of the competent authority.