Element List Explanation
Introduction The Board of Directors of BAAN Holding Group Company is pleased to invite the esteemed Shareholders to participate and vote in the Ordinary General Assembly Meeting (First Meeting), which is scheduled—God willing—to be held at 7:00 PM on Sunday, 05/12/1446H (corresponding to 01/06/2025G) via modern technology using the Tadawulaty platform.
City and Location of the General Assembly's Meeting Riyadh – through modern technology
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2025-06-01 Corresponding to 1446-12-05
Time of the General Assembly’s Meeting 19:00
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting In accordance with Article (30) of the Company’s Articles of Association, the Ordinary General Assembly Meeting shall be deemed valid if attended by Shareholders representing at least one quarter of the company’s shares with voting rights.
General Assembly Meeting Agenda 1. Voting on the auditor’s report for the fiscal year ending on 31 December 2024, after discussion.

 

2.Reviewing and discussing the financial statements for the fiscal year ending on 31 December 2024.

3.Reviewing and discussing the Board of Directors’ report for the fiscal year ending on 31 December 2024.

4.Voting on the discharge of the Board of Directors from liability for the fiscal year ending on 31 December 2024.

5.Voting on the disbursement of an amount of (1,649,550 SR) as remuneration to the Board members for the fiscal year ending on 31 December 2024.

6.Voting on authorizing the Board of Directors with the authority of the Ordinary General Assembly and the license stated in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized board term, whichever is earlier, in accordance with the provisions of the Implementing Regulations of the Companies Law for Joint Stock Companies.

7.Voting on authorizing the Board of Directors with the authority of the Ordinary General Assembly and the license stated in paragraph (2) of Article (27) of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the authorized board term, whichever is earlier, in accordance with the provisions of the Implementing Regulations of the Companies Law for Joint Stock Companies.

8. Voting on amending the remuneration policy of the Board of Directors and its committees and Executives. (Attached)

9. Voting on amending the policy for standards and procedures of Board membership.(Attached)

10. Voting on amending the Audit Committee Charter.(Attached)

11. Voting on amending the Nomination and Remuneration Committee Charter.(Attached)

12.Voting on the Policy of Controls and Standards for Competing Business Activities.(Attached)

13. Voting on the transactions and contracts conducted between the company and Abdulmohsen Al Hokair Holding Group, in which the former Chairman Mr. Majid Al Hokair, Chairman Mr. Sami Al Hokair, and Vice Chairman Mr. Faisal Al Malek have an indirect interest. These contracts are lease agreements without preferential terms or benefits, with a total transaction value for the year 2024 amounting to SAR 44,770,301.(Attached)

14. Voting on the transactions and contracts conducted between the company and Abdulmohsen Al Hokair Holding Group, in which the former Chairman Mr. Majid Al Hokair, Chairman Mr. Sami Al Hokair, and Vice Chairman Mr. Faisal Al Malek have an indirect interest. These contracts are service agreements without preferential terms or benefits, with a total transaction value for the year 2024 amounting to SAR 7,214,047.(Attached)

15. Voting on the participation of Board Member Mr. Sami Al Hokair in competing businesses.(Attached)

16. Voting on the participation of Board Member Mr. Faisal Al Malek in competing businesses. (Attached)

17. Voting on the participation of Board Member Mr. Salem Al-Shahrani in competing businesses. (Attached)
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders have the right to discuss the topics listed on the General Assembly’s agenda and direct questions to the Board of Directors. Voting is available free of charge to all shareholders via the Tadawulaty platform
Details of the electronic voting on the Assembly’s agenda Shareholders registered in Tadawulaty services will be able to vote remotely on the General Assembly’s agenda items starting from 01:00 AM on Thursday 02/12/1446H, corresponding to 29/05/2025G, until the end of the meeting. Registration and voting through Tadawulaty services are available free of charge to all Shareholders via the following link:

 

www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries For inquiries, please contact the Investor Relations Department through:

 

Phone: 0114134444

Email: IR@baanholding.com
Attached Documents   

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