| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saleh Abdulaziz Al-Rashed & Sons Company ( Saleh Al-Rashed ) is pleased to invite its shareholders to attend the Ordinary General Assembly meeting (First meeting), which is scheduled at 6:30 PM (18:30) on Monday, dated 18/10/1447 AH (corresponding to 06/04/2026 G) , using modern technology means. |
| City and Location of the General Assembly's Meeting | Al Riyadh- Will be held via modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-05-11 Corresponding to 1447-11-24 |
| 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 Article (42) of the company’s Articles of Association, the Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the company’s share capital. If this quorum is not met in the first meeting, a second meeting shall be held one hour after the scheduled time of the first meeting. The second meeting shall be valid if attended by shareholders representing at least one-quarter of the voting shares. |
| General Assembly Meeting Agenda | 1. To review and discuss the Board of Directors' report for the fiscal year ending on 31/12/2025. 2. To review and discuss the financial statements for the fiscal year ending on 31/12/2025. 3. To vote on the company's auditor's report for the fiscal year ending on 31/12/2025 after discussion. 4. To vote on appointing the Company’s auditor from among the candidates based on the recommendation of the Audit Committee (Maham Professional Consulting Company); to examine, review, and audit the financial statements for the first, second, and third quarters and the annual financial statements for the fiscal year 2026, as well as the first quarter of the fiscal year 2027, and to determine the auditor’s fees. 5. To vote on discharging the Board of Directors for their actions during the fiscal year ending on 31/12/2025. 6. To vote on distributing an amount of 337,500 SAR as a bonus for the Board members and the Board Secretary for the fourth quarter of the fiscal year ending on 31/12/2025. 7. To vote on the Board's recommendation to distribute cash dividends to shareholders for the fiscal year ending on 31/12/2025, amounting to 37.2 million SAR, at a rate of 2 SAR per share, representing 20% of the nominal value per share. Dividends will be for shareholders owning shares at the close of trading on the day of the General Assembly meeting and who are registered with the Securities Depository Center (Edaa) by the end of the second trading day after the meeting. Dividend distribution will start within 15 working days from the due date. 8. To vote on authorizing the Board of Directors to distribute interim dividends semi-annually/quarterly for the fiscal year ending on 31/12/2026. 9. To vote on amending the articles of the company's bylaws related to converting it to a public joint-stock company. 10. To vote on amending the title of the company's bylaws to "Listed Saudi Joint Stock Company." 11. To vote on amending Article (1) of the company's bylaws related to (Establishment), (attached). 12. To vote on amending Article (2) of the company's bylaws related to (Company Name), (attached). 13. To vote on amending Article (3) of the company's bylaws related to (Company's Headquarters), (attached). 14. To vote on amending Article (4) of the company's bylaws related to (Company's Objectives), (attached). 15. To vote on amending Article (11) of the company's bylaws related to (Stock Trading), (attached). 16. To vote on amending Article (14) of the company's bylaws related to (Preferred Shares), (attached). 17. To vote on amending Article (15) of the company's bylaws related to (Company Management), (attached). 18. To vote on amending Article (34) of the company's bylaws related to (Meeting Minutes), (attached). 19. To vote on adding a provision to the company's bylaws related to (Participation and Ownership in Companies), (attached). 20. To vote on adding a provision to the company's bylaws related to (Issuance of Shares), (attached). 21. To vote on adding a provision to the company's bylaws related to (Shares for Employees), (attached). 22. To vote on adding a provision to the company's bylaws related to (General Assembly Attendance), (attached). 23. To vote on adding a provision to the company's bylaws related to (Publication), (attached). 24. To vote on adding a provision to the company's bylaws related to (Board of Directors' Duties), (attached). 25. To vote on adding a provision to the company's bylaws related to (Conflict of Interest, Competition, and Asset Utilization), (attached). 26. To vote on adding a provision to the company's bylaws related to (Members' Representation Mechanism), (attached). 27. To vote on adding a provision to the company's bylaws related to (Language), (attached). 28. To vote on deleting Article (38) of the company's bylaws related to (Issuing General Assembly Decisions by Circular), (attached). 29. To vote on the transactions and contracts executed during the fiscal year ending on 31/12/2025 between the company and Najd Roads Construction Company, in which the Chairman Mr. Abdulaziz Saleh Al-Rashed (Non-Executive Member) has an indirect interest, related to being a customer for purchasing construction materials with no preferential terms in these transactions, for an amount of 120,943,930 SAR. 30. To vote on the transactions and contracts executed during the fiscal year ending on 31/12/2025 between the company and Najd Roads Construction Company, in which the Chairman Mr. Abdulaziz Saleh Al-Rashed (Non-Executive Member) has an indirect interest, related to a payment agreement for petroleum derivative supplies with no benefit or profit margin for Najd Roads, and the payment is made directly by Al-Rashed Company to the main supplier (Aramco), for an amount of 35,537,794 SAR. 31. To vote on the transactions and contracts executed during the fiscal year ending on 31/12/2025 between the company and Najd Roads Construction Company, in which the Chairman Mr. Abdulaziz Saleh Al-Rashed (Non-Executive Member) has an indirect interest, related to the supply of petroleum derivatives with no benefit or profit margin for Najd Roads, and the payment is made directly by Al-Rashed Company to the main supplier (Aramco), for an amount of 35,006,067 SAR. 32. To vote on authorizing the Board of Directors with the powers of the Ordinary General Assembly as stated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly's approval or until the end of the authorized Board of Directors' term, whichever comes first, in accordance with the provisions of the executive regulations of the Companies Law for listed joint-stock companies. |
| 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 items listed on the agenda and raise questions. Shareholders may vote remotely on the agenda items through the electronic voting service by visiting the Tadawulaty website www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders may vote remotely on the agenda items through the electronic voting service via the Tadawulaty website [www.tadawulaty.com.sa](http://www.tadawulaty.com.sa). Registration and voting are available free of charge to all shareholders. Electronic voting will begin at 01:00 AM on Wednesday, 14 Dhul-Qi’dah 1447H (according to Umm Al-Qura calendar), corresponding to 06 May 2026, and will continue until the completion of vote counting by the counting committee. |
| Method of Communication in Case of Any Enquiries | If there are any inquiries, please contact Investor Relations dept. during official working hours: • During times: from 08:00 AM to 05:00 PM. Via email: IR@Salrashed.com.sa Or by phone numbers: 0114952423 / 0114951539 Extension 180 |
| Attached Documents | Attached Documents Attached Documents Attached Documents |