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32.20 SAR
The Company is committed to:
1. seek shareholders’ rights protection to ensure fairness and equality among them.
2. not to discriminate among shareholders who own the same class of shares nor prevent them from accessing any of their rights.
3. specify in its internal policies the procedures that are necessary to guarantee that all shareholders exercise their rights.
Each shareholders shall have the rights, in line with the Companies Law, ADVANCED’s Bylaws and the Capital Market Law and its Implementing Regulations, including but not limited to:
1. To attend the General or Special Shareholders Assemblies, take part in their deliberations and vote on their decisions;
2. To dispose of his/her shares;
3. To obtain his/her portion of the net profits which are to be distributed;
4. To obtain his/her share of the Company’s assets upon liquidation;
5. To enquire and request viewing the books and documents of the Company without prejudice to the interests of the Company or breach of the Companies Law and the Capital Market Law and their implementing regulations;
6. To monitor the performance of the Company and the activities of the Board;
7. To hold Board members accountable, to file liability lawsuits against them and appeal for nullification of the resolutions of the General and Special Shareholders Assemblies;
8. Preemptive rights to subscribe for new shares issued in exchange for cash;
9. To record his/her name in the Company’s shareholders register;
10. to request to view a copy of the Company’s articles of association and bylaws; and
11. To nominate and elect the Board members.
1. The Board of Directors shall make available to the shareholder complete, clear, accurate and non-misleading information at the proper time to enable a shareholder to properly exercise his/her rights;
2. The method used to provide information to the shareholders shall be clear and detailed and shall include a list of the Company’s information that the shareholders may obtain. This information shall be made available to all shareholders of the same class; and
3. The Company shall use the most effective methods in communicating with shareholders and shall not discriminate among shareholders in respect of providing information.
1. The Board shall ensure communication between the Company and the shareholders based on the common understanding of the strategic objectives and interests of the Company;
2. The chairman of the Board and the Chief Executive Officer shall inform the remaining Board members of the opinions of the shareholders and discuss these opinions with them; and
3. No shareholder may intervene in the operations of the Board or the work of the Executive Management of the Company unless he/she is a member of its Board or its management team; or unless his/her intervention is through the Ordinary General Assembly according to its powers or within the limits and situations permitted by the Board.
1. Upon calling for the General Assembly, the Company shall announce on its website and the Tadawul’s website information about the nominees for the membership of the Board which include the nominees’ experience, qualifications, skills and their previous and current jobs and memberships. The Company shall make a copy of the mentioned information available in the Company’s head office and its website;
2. Cumulative voting shall be used in electing the Board, in which it is not allowed to use the voting right of a single share more than once; and
3. Voting in the General Assembly shall be confined to the Board nominees whose information has been announced in the invitation for the board election.
4. Shareholders, through the Ordinary General Assembly, may at any time remove all or any of the members of the board of directors without prejudice to the right of the removed director vis-à-vis the Company in demanding damages if the removal is made without acceptable justification or at an improper time.
1. A shareholder shall have the right to obtain his/her share of annual net profits in accordance with the Company’s Bylaws and the approved Dividends Distribution Policy.
2. A shareholder shall be entitled to his/her share in the profits in accordance with the resolution issued in this respect by the Ordinary General Assembly, based on the recommendations of the Board, which shall set out the due date and the distribution date. The entitlement of the profits shall be for the owners of the shares who are registered in the shareholders’ register at the end of the specified day for entitlement in accordance with the rules set out by the competent authority.
3. The declaration of interim (quarter and half a year) or final dividend will be dependent on many factors, including but not limited to, the Company’s earnings, its financial condition, the condition of the markets, the general economic climate, analysis of investment opportunities, company’s business expansions and the reinvestment needs of the Company, its cash and capital requirements, business prospects and any other legal and regulatory considerations and any dividend restrictions under any debts financing arrangements the Company has entered into.