| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of FAD International Company is pleased to invite the esteemed shareholders to participate and vote in the Ordinary General Assembly Meeting (First Meeting), which is scheduled to be held physically and through modern technology means, Allah willing, at 7:00 PM on Tuesday, 16 June 2026, corresponding to 01/01/1448H. |
| City and Location of the General Assembly's Meeting | Jeddah City – Joudyan Red Sea Mall – Mezzanine Floor (M) – Gala Hall (1&2) https://maps.app.goo.gl/VsY4uqifsNwhK2Lj8 In addition, shareholders may attend remotely through modern technology means. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-16 Corresponding to 1448-01-01 |
| Time of the General Assembly’s Meeting | 19:00 |
| Methodology of Convening the General Assembly’s Meeting | Attendance in-person and via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders registered in the Company's shareholders register at the Securities Depository Center Company (Edaa) by the end of the trading session preceding the General Assembly Meeting shall be entitled to attend the meeting in accordance with applicable laws and regulations. Shareholders may authorize another person other than a Board member to attend on their behalf. Eligibility for registration to attend the meeting ends upon commencement of the General Assembly Meeting, while eligibility to vote on the agenda items for attendees ends upon completion of vote counting by the Scrutineering Committee. |
| Quorum for Convening the General Assembly's Meeting | Pursuant to Article (30) of the Company’s Articles of Association, the Ordinary General Assembly Meeting shall be valid only if attended by shareholders representing at least half of the shares carrying voting rights. If the required quorum is not met at the first meeting, a second meeting shall be held one hour after the scheduled time of the first meeting. The second meeting shall be deemed valid regardless of the number of shares represented therein. |
| General Assembly Meeting Agenda | 1. Voting on the External Auditor’s Report for the fiscal year ended 31 December 2025 after discussing it. 2. Reviewing and discussing the Board of Directors’ Report for the fiscal year ended 31 December 2025. 3. Reviewing and discussing the Company’s financial statements for the fiscal year ended 31 December 2025. 4. Voting on discharging the members of the Board of Directors from liability for the fiscal year ended 31 December 2025. 5. Voting on appointing the Company’s external auditor from among the candidates recommended by the Audit Committee to examine, review, and audit the interim financial statements for the first half ending on 30 June 2026 and the annual financial statements ending on 31 December 2026, and determining the auditor’s fees. 6. Voting on disbursing an amount of SAR 913,120 as remuneration to the members of the Board of Directors for the fiscal year ended 31 December 2025. 7. Voting on the Board of Directors’ recommendation to distribute cash dividends amounting to SAR 6,000,000 to shareholders for the fiscal year ended 31 December 2025 at SAR 5 per share, representing 50% of the share capital. Eligibility shall be for shareholders owning shares at the close of trading on the date of the General Assembly Meeting and registered in the shareholders register with Edaa by the end of the second trading day following the eligibility date. Dividend distribution shall commence within fifteen (15) business days from the eligibility date determined by the General Assembly resolution. 8. Voting on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year ending 31 December 2026. 9. Voting on the transactions and contracts concluded between the Company and Femi Nine Bahrain Establishment, in which Mr. Eyad Abdullah Suleiman Mashat, Managing Board Member, has an indirect interest. These transactions relate to clothing sales under an agreement that commenced in 2023 for a duration of five years. The value of transactions during 2025 amounted to SAR 998,603. Such transactions were conducted in the ordinary course of business and under prevailing commercial terms without any preferential conditions (attached). 10. Voting on the transactions and contracts concluded between the Company and FAD China Company, in which Mr. Eyad Abdullah Suleiman Mashat, Managing Board Member, has an indirect interest. These transactions relate to expenses incurred by a related party on behalf of the Company under an agreement that commenced in 2023 for a duration of two years. The value of transactions during 2025 amounted to SAR 3,210,846 (receivable transactions), while the amount settled during 2024 amounted to SAR 3,172,174. Such transactions were conducted in the ordinary course of business and under prevailing commercial terms without any preferential conditions (attached). |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Honorable shareholders have the right to discuss the topics included in the agenda of the Ordinary General Assembly and to ask questions, noting that voting in 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 | Shareholders registered in Tadawulaty services may vote remotely on the General Assembly agenda items electronically starting from 1:00 AM on Friday, 12 June 2026, corresponding to 26/12/1447H, until the end of the General Assembly Meeting time. Registration and voting through Tadawulaty services will be available free of charge for all shareholders via the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | The Company is pleased to receive shareholders’ inquiries through Investor Relations using the following contact details: by phone: +966122616111 Or via email: info@fadint.com |
| Attached Documents | Attached Documents |