| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Almuneef Trading, Industry, Agriculture and Contracting Company is pleased to invite its esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting regarding the increase of the company's capital (first meeting), which is scheduled to be held via modern technology, God willing, at 7:10 PM on Monday, 14/01/1448 AH, corresponding to 29/06/2026 AD. |
| City and Location of the Extraordinary General Assembly's Meeting | At the company's headquarters located in Riyadh - Al-Manakh district, using modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-29 Corresponding to 1448-01-14 |
| Time of the General Assembly’s Meeting | 19:10 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | The right to attend is for shareholders registered in the company’s shareholder register at the Depository Center at the end of the trading session preceding the General Assembly meeting, in accordance with the regulations and bylaws. The right to register attendance for the General Assembly meeting ends at the time of the meeting, and the right to vote on the items of the General Assembly for those present ends when the counting committee finishes counting the votes. |
| Quorum for Convening the General Assembly's Meeting | According to Article (43) of the company’s Articles of Association, an extraordinary general meeting shall not be valid unless it is attended by shareholders representing at least half of the company’s shares that have voting rights. If this quorum is not met at the first meeting, the second meeting shall be held one hour after the end of the time specified for the first meeting. In all cases, the second meeting shall be considered valid if it is attended by a number of shareholders representing at least a quarter of the company’s shares that have voting rights. |
| Meeting Agenda | 1. Voting on the company's auditor's report for the fiscal year ending December 31, 2025, after discussion. 2. Reviewing and discussing the Board of Directors' report for the fiscal year ending December 31, 2025. 3. Reviewing and discussing the company's financial statements for the fiscal year ending December 31, 2025. 4. Voting on the discharge of the Board of Directors from liability for the fiscal year ending December 31, 2025. 5. Voting on the appointment of an auditor for the company from among the nominees, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the first, second, and third quarters and the full year ending December 31, 2026, and the first quarter of the fiscal year ending December 31, 2027, and to determine their fees. 6. Voting on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis for the fiscal year ending December 31, 2026. 7. Voting on authorizing the Board of Directors with the authority of the Ordinary General Assembly to grant the license stipulated in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the Assembly’s approval or until the end of the term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions stipulated in the Executive Regulations of the Companies Law for listed joint-stock companies. 8. Voting on the business and contracts concluded between the company and Najd Rocks Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and the member of the Board of Directors (Mr. Khaled Nasser Murshid Al Munif Al Hajri) have an indirect interest in it, which is (transportation services) and these transactions began in the year 2025, noting that the value of the transactions during the year 2025 AD is the amount of (682,292) riyals (debit transactions) and the value of the amount paid during the year 2025 AD is the amount of (682,292) riyals (credit transactions). These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached). 9. Voting on the business and contracts concluded between the company and Al Munif Fuel Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and the member of the Board of Directors (Mr. Khalid Nasser Murshid Al Munif Al Hajri) have an indirect interest, which is (selling used cars) and these transactions began in the year 2025, noting that the value of the transactions during the year 2025 AD is the amount of (65,000) riyals (debit transactions) and the value of the amount paid during the year 2025 AD is the amount of (65,000) riyals (credit transactions). These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached). 10. Voting on the business and contracts concluded between the company and Najd Rocks Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and the member of the Board of Directors (Mr. Khalid Nasser Murshid Al Munif Al Hajri) have an indirect interest in it, which is (acting payment) and these transactions began in the year 2025, noting that the value of the transactions during the year 2025 AD is the amount of (3,396) riyals (debit transactions) and the value of the amount paid during the year 2025 AD is the amount of (3,396) riyals (credit transactions). These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached). 11. Voting on the business and contracts concluded between the company and Al Munif Fuel Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and the member of the Board of Directors (Mr. Khalid Nasser Murshid Al Munif Al Hajri) have an indirect interest, which is (acting payment). These transactions began in the year 2025, noting that the value of the transactions during the year 2025 AD is the amount of (9580) riyals (debit transactions) and the value of the amount paid during the year 2025 AD is the amount of (9580) riyals (credit transactions). These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached). 12. Voting on the business and contracts concluded between the company and Al Munif Ihsan Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and the member of the Board of Directors (Mr. Khaled Nasser Murshid Al Munif Al Hajri) have an indirect interest, which is (rents of warehouses and facilities), noting that the contract is for (10) years and the value of the transactions is within a year. 2025 AD is the amount of (450,000) riyals (debit transactions) and the value of the amount paid during the year 2025 AD is the amount of (450,000) riyals (credit transactions). These transactions are carried out in the normal course of business and in accordance with the prevailing commercial conditions and without any preferential terms (attached). 13. Voting on the transactions and contracts concluded between the company and the Chairman of the Board (Mr. Hamad Murshid Nasser Al-Munif Al-Hajri), in which he has a direct interest, and the Vice Chairman of the Board (Mr. Nasser Murshid Nasser Al-Munif Al-Hajri), in which he has an indirect interest. These transactions consist of warehouse and facility leases. The contract term is (10) years, and the value of transactions during 2025 was (460,000) riyals (debit transactions), with the amount paid during 2025 being (460,000) riyals (credit transactions). These transactions are conducted in the ordinary course of business and in accordance with prevailing commercial terms and conditions, without any preferential terms (attached). 14. Voting on the transactions and contracts concluded between the company and the Vice Chairman of the Board (Mr. Nasser Murshed Nasser Al-Munif Al-Hajri), in which he has a direct interest, and both the Chairman of the Board (Mr. Hamad Murshed Nasser Al-Munif Al-Hajri) and Board Member (Mr. Khalid Nasser Murshed Al-Munif Al-Hajri), in which they have an indirect interest. These transactions consist of warehouse and facility leases. The contract term is (10) years, and the value of transactions during 2025 was (120,000) riyals (debit transactions), with the amount paid during 2025 being (120,000) riyals (credit transactions). These transactions are conducted in the ordinary course of business and in accordance with prevailing commercial terms and conditions, without any preferential terms (attached). 15. Voting on the transactions and contracts that took place between the company and Kasab Transportation Establishment, in which the Chairman of the Board of Directors (Mr. Hamad Murshid Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshid Nasser Al Munif Al Hajri), and Board Member (Mr. Khalid Nasser Murshid Al Munif Al Hajri) have an indirect interest, which are (car rentals). These transactions began in 2025 AD, noting that the value of the transactions during 2025 AD is an amount of (968,650) riyals (debit transactions) and the value of the amount paid during 2025 AD is an amount of (968,650) riyals (credit transactions). These transactions are carried out in the course of normal business and in accordance with prevailing commercial terms and without any preferential terms (attached). 16. Voting on the transactions and contracts concluded between the company and Sokhour Najd Company, in which the Chairman of the Board of Directors (Mr. Hamad Murshed Nasser Al Munif Al Hajri), the Vice Chairman of the Board of Directors (Mr. Nasser Murshed Nasser Al Munif Al Hajri), and Board Member (Mr. Khalid Nasser Murshed Al Munif Al Hajri) have an indirect interest, which is (the purchase of cars). These transactions began in 2024 AD, noting that the value of the transactions during 2025 AD is an amount of (3,168,000) riyals (debit transactions) and the value of the amount paid during 2025 AD is an amount of (4,734,000) riyals (credit transactions). These transactions are carried out in the course of ordinary business and in accordance with prevailing commercial terms and without any preferential terms (attached). 17. Voting on the Board of Directors' recommendation to increase the company's capital by granting bonus shares to the company's shareholders as follows: • Capital before the increase: SAR 38,000,000 • Capital after the increase: SAR 57,000,000 • Percentage increase in capital: 50% • Number of shares before the increase: 38,000,000 shares • Number of shares after the increase: 57,000,000 shares • Method of covering the increase: By capitalizing SAR 19,000,000 from retained earnings • Increase per share: One (1) bonus share will be granted for every two (2) existing shares held by shareholders • Reasons for the increase: To enhance the strategic growth plan, meet future expansion needs and aspirations, and affirm the company's financial soundness and strong financial position • Amendment to Article (7) of the company's Articles of Association related to (capital). (Attached) • Amendment to Article (8) of the Company's Articles of Association relating to (Share Subscription). (Attached) • If the clause is approved, the entitlement date for bonus shares will be for shareholders registered in the Company's shareholder register at the Securities Depository Center Company (Depository Center) at the end of the second trading day following the entitlement date. • In the event of fractional shares, they will be consolidated into a single portfolio for all shareholders, sold at the market price, and the proceeds distributed to the shareholders entitled to the bonus shares, each according to their respective entitlement, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. 18. Voting on amending Article (4) of the Company's Articles of Association related to (the Company's Objectives). (Attached) 19. Voting on amending the Competition Controls and Standards Policy. (Attached) 20. Voting on amending the Remuneration Policy for Board Members, Subcommittees, and Executive Management. (Attached) 21. Voting on amending the Nominations and Remuneration Committee's Rules of Procedure. (Attached) 22. Voting on amending the Audit Committee's Rules of Procedure. (Attached) 23. Voting on amending the Policy and Standards for Membership on the Company's Board of Directors. (Attached) |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss the topics on the agenda of the Extraordinary General Assembly and to ask questions. Voting through the Tadawulaty platform is available free of charge to all shareholders using the following link: http://www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered with Tadawulaty services can vote electronically and remotely on the General Assembly's agenda items starting at 1:00 AM on Thursday, January 10, 1448 AH (June 25, 2026), until the end of the General Assembly meeting. Registration and voting through Tadawulaty services will be available free of charge to all shareholders using the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | We welcome your inquiries through our Shareholder Relations department via the following channels: Phone: 0569672323 Email: care@almuneef.com |
| Attached Documents | Attached Documents Attached Documents |