| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Naseej for Technology Company is pleased to invite the esteemed shareholders to participate and vote in the Extraordinary General Assembly meeting - the first meeting, which is scheduled to take place at exactly 19:00 in the evening on Thursday 20-11-1447 AH (corresponding to 07-05-2026 AD), Via modern technology. |
| City and Location of the General Assembly's Meeting | At the Company's Head Office in Riyadh - via modern technology means. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-05-07 Corresponding to 1447-11-20 |
| 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 the Company's Bylaws, the Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the Company's shares. |
| General Assembly Meeting Agenda | 1. Reviewing and discussing the Board of Directors' Report for the fiscal year ended 31-12-2025G. 2. Reviewing and discussing the Financial Statements for the fiscal year ended 31-12-2025G. 3. Voting on the External Auditor's Report for the fiscal year ended 31-12-2025G, after discussion. 4. Voting on the discharge of the Board of Directors from liability for the fiscal year ended 31-12-2025G. 5. Voting on the disbursement of an amount of SAR (1,205,137) as remuneration to the Board members And Committees Members for the fiscal year ended 31-12-2025G. 6. Voting on the Board of Directors' recommendation regarding the increase of the Company's capital through the issuance of bonus shares: - Capital before the increase: SAR (50,000,000) - Capital after the increase: SAR (77,250,000) - Capital increase percentage: 54.5% - Number of shares before the increase: (5,000,000) shares - Number of shares after the increase: (7,725,000) shares - Method of covering the increase: Through the capitalization of an amount of SAR (27,250,000) from the Retained Earnings balance, distributed as follows: A. (1) bonus share will be granted for every (2) shares held by each shareholder, with an increase of SAR 25,000,000 represented by 2,500,000 shares (i.e., 50% of the Company's capital before the increase). B. Allocation of a portion of the new shares resulting from the capital increase as treasury shares for the Employee Share Program under the Long-Term Incentive Plan, in the amount of SAR 2,250,000 represented by 225,000 shares (i.e., 4.5% of the Company's capital before the increase). Reasons for the Increase: Through this increase, the Company aims to support its growth strategy, strengthen its capital base, and reinforce its financial position to execute its future plans and activities, thereby enabling the Company to expand and maximize the return on shareholders' equity. 1.Amending Article (7) of the Company's Bylaws relating to (Capital). (Attached) 2.Amending Article (8) of the Company's Bylaws relating to (Subscription to Shares). (Attached) In the event of approval of this item, the eligibility date for the bonus shares for the Company's shareholders holding shares on the day of the Extraordinary General Assembly meeting shall be for those registered in the Company's shareholders register at the (Edaa) at the end of the second trading day following the entitlement date. In the case of fractional shares, they will be aggregated into a single portfolio for all shareholders, sold at market price, and their value distributed to eligible shareholders entitled to the bonus shares, each according to their share, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. 7- Voting on the establishment of the Employee Share Program, and authorizing the Board of Directors to determine the terms of this program, including the allocation price per share offered to employees if for consideration. 8- Voting on the Board of Directors' recommendation not to distribute cash dividends for the financial period ended 31-12-2025G. 9- Voting on the appointment of the Company's External Auditors from among the candidates, based on the Audit Committee's recommendation, to examine, review, and audit the Financial Statements for the (First / Second / Half-Yearly / Third / Fourth / Annual) quarter of the fiscal year ending 31-12-2026G, and the First Quarter of the fiscal year ending 31-03-2027G, and to determine their fees. 10- Voting on the amendment of the Audit Committee Charter. 11- Voting on the amendment of the Nomination and Remuneration Committee Charter. 12- Voting on the amendment of the Board Membership Criteria Policy. 13- Voting on the amendment of the Competition Controls and Standards Policy. 14- Voting on the amendment of the Remuneration Policy for Board Members, its sub-committees, and Executive Management. 15- Voting on the amendment of Article (1) of the Company's Bylaws relating to (Incorporation). (Attached) 16- Voting on the amendment of Article (3) of the Company's Bylaws relating to (Company Objectives). (Attached) 17- Voting on the amendment of Article (4) of the Company's Bylaws relating to (Participation and Ownership in Companies). (Attached) 18- Voting on the amendment of Article (5) of the Company's Bylaws relating to (Head Office of the Company). (Attached) 19- Voting on the amendment of Article (6) of the Company's Bylaws relating to (Duration of the Company). (Attached) 20- Voting on the amendment of Article (12) of the Company's Bylaws relating to (Preferred Shares). (Attached) 21- Voting on the amendment of Article (14) of the Company's Bylaws relating to (Trading of Shares). (Attached) 22- Voting on the amendment of Article (15) of the Company's Bylaws relating to (Company's Purchase, Sale, and Pledge of its Own Shares). (Attached) 23- Voting on the amendment of Article (17) of the Company's Bylaws relating to (Capital Increase). (Attached) 24- Voting on the amendment of Article (19) of the Company's Bylaws relating to (Debt Instruments and Financing Sukuk). (Attached) 25- Voting on the amendment of Article (20) of the Company's Bylaws relating to (Management of the Company). (Attached) 26- Voting on the amendment of Article (23) of the Company's Bylaws relating to (Powers of the Board of Directors). (Attached) 27- Voting on the amendment of Article (25) of the Company's Bylaws relating to (Powers of the Chairman, Vice-Chairman, Managing Director, and Secretary). (Attached) 28- Voting on the amendment of Article (53) of the Company's Bylaws relating to (Distribution of Profits). (Attached) 29- Voting on the amendment of Article (56) of the Company's Bylaws relating to (Settlement of Disputes). (Attached) 30- Voting on the amendment of Article (57) of the Company's Bylaws relating to (Dissolution of the Company). (Attached) 31- Voting on the addition of an article to the Company's Bylaws relating to (Issuance of Board Resolutions in Urgent Matters). (Attached) 32- Voting on the addition of an article to the Company's Bylaws relating to (Powers of the Chief Executive Officer). (Attached) 33- Voting on the addition of an article to the Company's Bylaws relating to (Additional Powers of the Board of Directors and the Secretary). (Attached) 34- Voting on the addition of an article to the Company's Bylaws relating to (Disclosure of Interest in Business and Contracts). (Attached) 35- Voting on the addition of an article to the Company's Bylaws relating to (Disclosure of Competing Activities with the Company). (Attached) 36- Voting on the addition of an article to the Company's Bylaws relating to (Committees). (Attached) 37- Voting on the addition of an article to the Company's Bylaws relating to (Annual Ordinary General Assembly). (Attached) 38- Voting on the addition of an article to the Company's Bylaws relating to (Transfer of Shares). (Attached) 39- Voting on the deletion of Article (13) of the Company's Bylaws relating to (Share Certificates). (Attached) 40- Voting on the deletion of Article (16) of the Company's Bylaws relating to (Shareholders Register). (Attached) 41- Voting on the deletion of Article (40) of the Company's Bylaws relating to (Formation of the Audit Committee). (Attached) 42- Voting on the deletion of Article (41) of the Company's Bylaws relating to (Quorum of the Audit Committee Meetings). (Attached) 43- Voting on the deletion of Article (42) of the Company's Bylaws relating to (Responsibilities of the Audit Committee). (Attached) 44- Voting on the deletion of Article (43) of the Company's Bylaws relating to (Reports of the Audit Committee). (Attached) 45- Voting on the deletion of Article (44) of the Company's Bylaws relating to (Formation of the Nomination and Remuneration Committee). (Attached) 46- Voting on the deletion of Article (45) of the Company's Bylaws relating to (Quorum of the Nomination and Remuneration Committee Meetings). (Attached) 47- Voting on the deletion of Article (46) of the Company's Bylaws relating to (Responsibilities of the Nomination and Remuneration Committee). (Attached) 48- Voting on the deletion of Article (47) of the Company's Bylaws relating to (Reports of the Nomination and Remuneration Committee). (Attached)" |
| Proxy Form | 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 included in the General Assembly's agenda and direct questions to the Board of Directors. Voting through the Tadawulaty services is available free of charge to all shareholders using the following link: http://tadawulaty.com.sa/ |
| Details of the electronic voting on the Assembly’s agenda | Registered shareholders in Tadawulaty electronic services will be able to vote remotely on the items of the General Assembly meeting through the (electronic voting) service, starting from 1:00 a.m. on Sunday, 16/11/1447 AH (corresponding to 03/05/2026), until the commencement of the meeting. Registration and voting in Tadawulaty services will be available free of charge to all shareholders using the following link: [www.tadawulaty.com.sa](http://www.tadawulaty.com.sa) |
| Method of Communication in Case of Any Enquiries | "Phone: +966114770477 ext. 1018 Email: IR@naseej.com |
| Attached Documents | Attached Documents |