Nayifat Finance Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Nayifat Finance Company is pleased to invite its shareholders to participate and vote in the Ordinary General Assembly Meeting, which is scheduled to be held, at 07:30 PM on Wednesday 17-12-1447H, corresponding to 03-06-2026, (Remotely) via modern technology means. |
| City and Location of the General Assembly's Meeting | At the company's headquarters in Riyadh, via modern technology means (Remotely) using the Tadawulaty system. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-03 Corresponding to 1447-12-17 |
| Time of the General Assembly’s Meeting | 19:30 |
| 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 | According to Article (39) of the company's Articles of Association, the ordinary general assembly meeting shall not be valid unless attended by shareholders representing at least one-quarter of the company's shares entitled to vote. If this quorum is not met at the first meeting, a second meeting shall be held one hour after the expiration of the period specified for the convening of the first meeting. In all cases, the second meeting shall be valid regardless of the number of shares entitled to vote represented in it. |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors’ Annual Report for the financial year ended 31 December 2025. (Attached) |
2. Review and discuss the Company’s financial statements for the financial year ended 31 December 2025. (Attached)
3. Vote on the External Auditor’s Report for the financial year ended 31 December 2025, after discussion. (Attached)
4. Vote on discharging the members of the Board of Directors from liability for the financial year ended 31 December 2025.
5. Vote on the payment of SAR 744,572 as remuneration to the members of the Board of Directors, Board Committees, and the Board Secretary for the financial year ended 31 December 2025.
6. Vote on the appointment of the Company’s external auditor from among the nominated candidates based on the Audit Committee’s recommendation, to examine, review, and audit the financial statements for the second, third, and annual quarters of the financial year 2026, and the first quarter of the financial year 2027, and to determine their fees. (Attached)
7. Vote on the amendments to the Company’s Corporate Governance Regulations. (Attached)
8. Vote on the amendments to the Audit Committee Charter. (Attached)
9. Vote on the amendments to the Nomination and Remuneration Committee Charter. (Attached)
10. Vote on the amendments to the Conflict of Interest and Competition Policy. (Attached)
11. Vote on the transactions to be conducted between Nayifat Finance Co and Yaqeen Capital, in which Board members Mr. Fahad Abdullah AlSubaie and Mr. Hossam Mohannad AlAzzawi have an indirect interest (related parties) for the year 2026. These transactions involve acting as an agent on behalf of Nayifat’s clients in selling their financed commodities. It is noted that transactions executed during 2025 amounted to SAR 505 thousand for commodity agency transactions (inclusive of VAT), in addition to SAR 35.920 million as an advance payment for commodity Murabaha (Tawarruq) transactions, held on behalf of Nayifat, without any preferential terms. (Attached)
12. Vote on the transactions conducted between Nayifat Finance Co and Yaqeen Capital, in which Board members Mr. Fahad Abdullah AlSubaie and Mr. Hossam Mohannad AlAzzawi have an indirect interest (related parties) during 2025. These transactions involve managing the Company’s treasury shares portfolio and executing purchase transactions on its behalf. It is noted that the transactions amounted to SAR 73 thousand as treasury shares portfolio management fees (inclusive of VAT), in addition to SAR 43.374 million paid for the purchase of treasury shares held by the Company, without any preferential terms. (Attached)
Board_Secretary@nayifat.com Or call the toll-free number: 8001000088, on transfers (2022 or 2042)
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