Fitaihi announces the results of the GA Meeting held on 5-5-2020

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ELEMENT LISTEXPLANATION
IntroductionFitaihi Holding Group is pleased to announce the results of the Ordinary General Assembly Meeting (First Meeting) held on 05/05/2020, at 10:30 p.m., and after the quorum has been completed (according to the company’s Articles of Association).
City and Location of the General Assembly’s MeetingThe GM was held remotely from Jeddah via means of modern technology, as per the circular of CMA that stipulates conducting GA Meetings through means of modern technology that enable shareholders to participate in the meetings’ deliberations and vote online on the items of the GA agenda, to support the preventive and precautionary measures and efforts conducted by relevant authorities, to contain the novel Coronavirus (COVID-19).
Date of the General Assembly’s Meeting2020-05-05 Corresponding to 1441-09-12
Time of the General Assembly’s Meeting22:30
Percentage of Attending Shareholders56.39%
Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the AbsenteesThe meeting was attended by the following directors of the board:1)- Dr. Ibrahim Al-Madhoun – Vice-chairman – Head of Meeting2)- Dr. Adnan Soufi3)- Dr. Suhail Qadi4)- Dr. Mohammed Ahmed H. Fitaihi5)- Eng. Abdulmalik A. Fathaddin6)- Mr. Omar Riyadh Al-HumaidanThe meeting was attended by the CEO Mr. Yasser Yehia, in addition to the outside audit committee member Mr. Mr. Uthamn Riyadh Al-HumaidanShk. Ahmed H. Fitaihi – Chairman, did not attend the meeting.
Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Members of such Committees Attending on Their BehalfThe meeting was attended by the following heads of the board committees:1)- Dr. Ibrahim Al-Madhoun – Vice-president of Investment Committee2)- Dr. Ibrahim Al-Madhoun – Head of Risk Committee3)- Dr. Adnan Soufi – Head of Audit Committee and Executive Committee4)- Dr. Suhail Qadi – Head of Nomination and Remuneration Committee
Voting Results on the Items of the General Assembly’s Meeting Agenda’s1) – Approval on the Board of Directors’ Report for the fiscal year ended 31/12/2019.
2) – Approval on the Auditor’s Report for the fiscal year ended 31/12/2019.
3) – Approval on the Consolidated Financial Statements for the fiscal year ended 31/12/2019.
4) – Approval 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) – Approval 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) – Approval on the Board of Directors’s recommendation not to distribute dividends for the second half of the fiscal year 2019.
7) – Approval 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)- Approval 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) – Approval on the appointment of the Company’s auditor amongst the nominees, Dr. Mohamed Al-Amri & Co., 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) – Approval 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 (amongst 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) – Approval 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.