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Banan Real Estate Co. Announces the Results of the Extraordinary General Assembly Meeting, ( First Meeting )

15/06/2023

Element List Explanation
Introduction Banan Real Estate Company is pleased to announce the results of the Extraordinary General Assembly Meeting, ( First Meeting ) held on 25/11/1444 AH, corresponding to 14/06/2023 AD, at 7:00 pm, on Wednesday, via modern technology, after the completion of the legal quorum for the validity of the convening the meeting.
City and Location of the General Assembly's Meeting Company’s Headquarter, Riyadh City- via modern technology
Date of the General Assembly's Meeting 2023-06-14 Corresponding to 1444-11-25
Time of the General Assembly's Meeting 19:00
Percentage of Attending Shareholders 71.50%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees 1. Mr. Abdulmohsen Abdulaziz Alhakbani. (Chairman of the Board). 2. Mr. Ahmad Abdulrahman Alhakbani. 3. Mr. Faisal Mohammed Alhakbani. 4. Mr. Ahmed Sulaiman Almuzaini. 5. Mr. Naif Abdullah Alsufiyan. 6. Mr.Abdulaziz Mohammed Algabbani.
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf A- Mr. Ahmed Sulaiman Almuzaini. (Chairman of the Audit Committee) B- Mr. Naif Abdullah Alsufiyan. (Chairman of the Nomination, Remuneration Committee)
Voting Results on the Items of the General Assembly's Meeting Agenda's 1- The report of the Board of Directors for the fiscal year ending on 31/12/2022 was reviewed and discussed. 2- The auditor's report for the year ending on 31/12/2022 was approved after discussion. 3- Approval of the financial statements for the fiscal year ending on 31/12/2022.   4- Approval of the appointment of (Al-Laheed and Al-Yahya Chartered Accountants Office) to audit the company’s accounts from among the candidates based on the audit committee’s recommendation; This is to examine, review and audit the financial statements for the (second, third and fourth) and annual quarters of the fiscal year 2023 AD, and the first quarter of the fiscal year 2024 AD, and determine his fees.   5- Approval to absolve the members of the Board of Directors from liability for the year ending on 31/12/2022.   6- Approval on authorizing the Board of Directors to distribute interim profits to shareholders on a semi-annual or quarterly basis for the fiscal year 2023 AD.   7- Approval on delegating the Board of Directors with the powers of the Ordinary General Assembly, with the authorization mentioned in Paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the conditions stipulated in the executive regulations. The corporate system for listed joint stock companies.   8- Approval on the list of the Nominations and Remuneration Committee. Attached.   9- Approval on the division of the company's shares as follows.   • The nominal value of the share before the amendment is (10) riyals   • The nominal value of the share after the amendment is (1) riyal   • The number of shares before the amendment is 20 million shares   • The number of shares after the amendment is 200 million shares   • There is no change in the company's capital before and after the process of dividing the shares   • The division decision will be effective for all the company's shareholders who own shares on the day of the extraordinary general assembly and are registered in the company's shareholder register with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the date of the extraordinary general assembly. in which the shares were divided. The effect of the decision will be applied to the share price starting from the working day following the meeting, provided that the number of shares in the shareholders’ portfolios will be applied at the end of the second trading day following the date of the extraordinary general meeting in which it was decided to divide the shares.   • Amending Article No. (7) of the company's bylaws relating to the company's capital. Attached   • Amendment of Article No. (8) of the company's bylaws related to subscribing to shares. Attached   10- Approval on the amendment of Article No. (3) of the company's bylaws related to the company's objectives. Attached   11- Approval on the amendment of Article No. (4) of the company's bylaws related to participation and ownership in companies. Attached   12- Approval on the addition of Article No. (9) of the company’s bylaws related to the company’s purchase and mortgage of their shares. Attached   13- Approval on the addition of Article No. (12) of the company’s bylaws related to the issuance of instruments and bonds. Attached   14- Approval on amending the bylaws in line with the new corporate bylaws. Attached   15- Approval on rearranging the articles of the company’s articles of association and numbering them to comply with the proposed amendments. Attached   16- Approval on the policy of remuneration of the Board of Directors, its committees and the executive management. Attached

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