| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of SHL Finance Company are delighted to invite the Shareholders of the Company to attend the Ordinary General Assembly (First Meeting) Scheduled to be conveyed on Monday 22nd June 2026 evening at 18:45 hours electronically. |
| City and Location of the General Assembly's Meeting | Head Office of the Company, King Abdelaziz Rood 8246, P. O. Box 27072 Riyadh 11417, and the Meeting will be through electronic means. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-22 Corresponding to 1448-01-07 |
| Time of the General Assembly’s Meeting | 18:45 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | All Shareholders Registered in the Issuer’s Shareholders Registry in the Edda Centre at the end of the Trading Session Preceding the Annual General Assembly’s Meeting as per Laws and Regulations, provided that the eligibility of attendance will last at the time of when the counting committee finalized counting the votes. |
| Quorum for Convening the General Assembly's Meeting | the Ordinary General Assembly meeting shall be valid only if attended by shareholders who has voting right representing at least (25%) one-quarter of the Share capital. If such quorum is not attained in the first meeting, a second meeting shall be held one hour after the lapse of time set for the first meeting. The second meeting shall be valid if attended by any number of shareholders. |
| General Assembly Meeting Agenda | 1- To review and discuss the Board of Directors Report for the fiscal year ended 31st December 2025. (attached) 2- To review and discuss the Financial Statements for the fiscal year ended 31st December 2025. (attached) 3- To vote on the External Auditors Report for the fiscal year ended 31st December 2025. (attached) 4- To vote on absolving the members of the Board of Directors from liabilities for the fiscal year ended 31st December 2025. 5- To vote on the appointment of the company’s auditor from among the candidates based on the Audit Committee recommendation to examine, review, and audit the financial statements for the second, third and annual financial statements for the year 2026, and the first quarter of the year 2027, and to determine his fees. (attached). 6- To vote on the Board of Directors recommendation to distribute cash dividends of a total amount of 50 million (Fifty million Saudi Riyals) to the Shareholders for the fiscal year ended 31st December 2025, which equal to (0.50) Saudi Riyals per share representing (5%) of the share par value, and the eligibility for Shareholders owing shares and registered with the Securities Depository Center Co. (Edda) by the closing of the General Assembly date, and the distribution will within 15 days following the entitlement date ( General Assembly meeting date) as distribution will start as from Thursday 24/01/1448H corresponding to 09/07/2026G. (attached) 7- Voting on the distribution of remuneration for the Board members for total amount of (2,673,000) two million six hundred seventy-three thousand for the year ended 31st December 2025 (attached). 8- Voting on the distribution of remuneration for the Board Committees members for total amount of (1,857,000) one million eight hundred fifty - seven thousand for the year ended 31st December 2025(attached). 9- To vote on delegating the Board of Directors to distribute Interim Profits on Quarterly or Simi Annual basis for the year ended December 2026 as per Article (39-2) of the Company Bylaws. 10- To vote on the contracts & transactions for the year ended 31st December 2025, made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah Alrasheed ( none executive member) had indirect interest, regarding the banking facilities (Islamic Tawarruq financing) obtained from the Arab National Bank, with a total balance of 1.80 billion Saudi riyals as of December 31st , 2025, along with the consequences of these facilities such as burdens and costs in the amount of 124 million Saudi riyals during the same year and on the basis of the SIBOR plus profit margin, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. 11- To vote on the contracts & transactions for the year ended 31st December 2025 made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah Alrasheed (none executive member) had indirect interest, relating to fees for establishing deferred contracts through Arab National Bank. The Company will amortize these fees on monthly basis until the end of these contracts. During 2025, the balance of the unamortized portion of the fees paid to Arab National Bank amounted to 7.9 million Saudi Riyals as of December 31, 2025, the is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 12- To vote on the contracts & transactions for the year ended 31st December 2025, made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah Alrasheed (none executive member) had indirect interest, related to administrative service fees, provided by SHL Finance Company related to real estate financing contracts sold to the Arab Bank during 2014, according to the asset sale agreement signed with the Arab National Bank. The inclusive service revenues during the year 2025 were amounted to 2.61 million Saudi riyals, net after deducting the costs of services, and the balance of service fees due from the Arab National Bank was amounted to 0.33 million Saudi riyals as of December 31st, 2025, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 13- To vote on the contracts & transactions for the year ended 31st December 2025 made between the company and Dar Al Arkan Real Estate Development Company as a related party, which Board member Mr. Yousef Abdullah Al Shelash (none executive member) had indirect interest, relating to finance company clients for ready housing units purchased from projects developed by Dar Al Arkan Real Estate Development Company. The total value of the units purchased by the company from Dar Al Arkan Real Estate Development Company and financed to customers during the year 2025 was amounted to 2.29 million Saudi riyals, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 14- To vote on the contracts & transactions for the year ended 31st December 2025 made between the company and Tharawat Real Estate Assets Company, in which the Board member Mr. Yousef bin Abdullah Al Shelash, (none executive member) has an indirect interest, and these amounts are represented the rental value for offices space Nos. (004/103/104/303/304) rented by the company’s Head Offices in Madarat Towers located in Riyadh, Al-Wazarat district, with a total area of 1961 m2, according to the agreement signed between the company and Tharawat Real Estate Assets Company on 01/01/2020. The rents paid for the year 2025 were amounted to 2.18 million Saudi riyals, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 15- To vote on the transactions and contracts for the fiscal year ending December 31, 2025, between the company and Wasslat Real Estate Services Company, in which Board member Mr. Ziad bin Naeem Al-Shaar (Non-Executive) has an indirect interest. On December 18, 2024, the company signed an annual real estate marketing services agreement with Wasslat Real Estate Services Company to sell and market the company's recovered properties. The commissions due to Wasslat Real Estate Services Company amounted to 0.059 million. the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 16- To vote on the contracts & transactions for the year ended 31st December 2025 made between the company and Al-Khair Capital, in which Chairman Mr. Yousef bin Abdullah Al Shelash (none executive member) has an indirect interest, relating to Murabaha deposits during 2025: The company signed Murabaha deposits Agreement with Al-Khair Capital as part of its strategy to utilize its cash liquidity. The balance of Murabaha deposits as of 31st December 2025, was 31.2 million and the profit gained was 1.4 million Saudi Riyals. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. 17- To vote on the transactions and contracts for the fiscal year ending December 31, 2025, between the Company and Quara Finance Company, in which the Chairman of the Board, Mr. Yousef bin Abdullah Al-Shalash (Non-Executive), has an indirect interest. These transactions relate to the signing of a Sharia-compliant credit facility agreement dated June 1, 2025, under which Quara Finance Company was granted financing of 100 million. Of this amount, 50 million was disbursed under Financing Loan Contract No. 4630302 for a three-year term with equal repayment installments. The outstanding balance of the agreement at the end of 2025 amounted to 47.5 million. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. 18- To vote on the transactions and contracts for the fiscal year ending December 31, 2025, between the Company and Yousef Abdullah Al-Shubaily Professional Consulting Company, in which Dr. Yousef bin Abdullah Al-Shubaily (an independent member of the Sharia Committee) has an indirect interest. These transactions related to the Company's signing of a contract for the provision of Sharia consulting services for all the work of the Sharia Committee Secretariat and Sharia compliance and audit activities, pursuant to the contract concluded in February 2025. The outstanding balance at the end of 2025 amounted to 0.12 million. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholders have the right to discuss items of the meeting Agenda, to raise questions and all shareholder registered on Tadawulaty may remotely vote on the Ordinary General Assembly Meeting’s Agenda via (E-voting service) through Tadawulaty website link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | All shareholders registered on Tadawulaty services can vote remotely on the meeting items Agenda on Tadawulaty services starting as from at 01:00 AM on Thursday ,18/06/2026 up to the meeting end and the registration and voting is available and free of charges for all shareholders by using the attached link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | If you have any inquiries, please contact the Company’s Investor Relations during company working hours through: Email: ir@shlfinance.com Telephone: 011- 8477982. |
| Attached Documents | Attached Documents |