|
1. Discussion, approval and ratification of the board of directors’ report on company’s activities, financial position and the operations results for the fiscal year ending December 31, 2024.
2. Reciting, approval, and ratification of the corporate governance report and audit committee report for the fiscal year ending December 31, 2024.
3. Discussion, approval, and ratification of the auditor’s report on the financial statements results for the fiscal year ending December 31, 2024.
4. Discussion, approval, and ratification of the financial statements for the fiscal year ending December 31, 2024.
5. Presenting any violations observed by the regulatory authorities and any sanctions issued as a result of those violations that resulted in imposing penalties (financial and non-financial) on the company (if any)
6. Presenting and approving the board of directors related parties’ transactions report for the fiscal year ending December 31, 2024, as well as the related parties’ transactions to be carried out for the fiscal year ending December 31, 2025.
7. Discussion of the recommendation of the Board of Directors to distribute dividends for the year ending on 31/12/2024 to the company's shareholders, to be distributed as free bonus shares from treasury shares at a rate of 2.5% to the shareholders registered in the company’s records as of the record date, each according to the number of shares they hold, without resulting in an increase in the company's capital or in the number of issued shares. These shares will be entitled to the shareholders registered in the company’s records at the end of the record date, which is Tuesday, 22/04/2025, and will be distributed on 30/04/2025, with authorization granted to the Board of Directors to amend the schedule for the entitlement of shares and take appropriate action regarding fractional shares.
8. Discussion of the Board of Directors’ authorization to distribute interim dividends (semiannual or quarterly) and authorizing the Board of Directors to determine the dividends distribution percentage, subject to having the distribution from real profits, and in accordance with generally accepted accounting principles. This distribution shall not affect the paid-up capital of the company.
9. Discussion of the proposal of the Board of Directors not to pay board members remuneration for the fiscal year ending December 31, 2024.
10. Discussion of the approval granted to the Chairman or any of the Members of the Board to have board membership in two competing companies or to participate in any business that competes with the company or to trade for their own accounts or others' accounts at any of the Company’s branches/offices for the year 2025 in accordance with Article no. 197 of the Companies Law no. 1 of 2016: as well as article 20 of the Statute of the company.
11. Discussion of the approval granted to those who have a representative at the Board of Directors, the chairman, any of the board members or a member of the executive management or their spouses or relatives of the second degree to have direct or indirect interest in the contracts concluded with the company for the year 2025 in accordance with the provisions of Article 199 of the Companies Law No. 1 of 2016 and in accordance with the provisions of articles (4/7, 5/7, 6/7) of the Sixth Rule of chapter seven of book 15 of the executive bylaws of law No. 7 of 2010 in relation to establishment of the Capital Markets Authority and Organizing Securities Activities.
12. Discussion of the approval granted to authorize the board to purchase or sell Company shares at no more than 10% of the total shares as per the articles of Law no. 7 of 2010, and its executive bylaws and amendments thereafter.
13. Approval of deducting a percentage of 10% from the net profits to be utilized within the mandatory reserve in accordance with the provisions of Article 222 of the Companies Law No. 1 of 2016, in addition to refunding the amount previously deducted for the distribution of profits from free bonus shares of treasury shares during the financial year ending on December 31, 2023.
14. Approval not to deduct any percentage from the net profits to be utilized within the voluntary reserve in accordance with the provisions of Article 225 of the Companies Law No. 1 of 2016
15. Discussion of providing clearance to the Board Members for all matters related to their legal, financial and administrative actions for the Fiscal Year ending December 31, 2024.
16. Discussion of the approval of the social responsibility budget within the financial statements for the fiscal year ending on 31/12/2025 with a total amount of KD 40,000 (Forty Thousand Kuwaiti Dinars).
17. Discussion of the appointment /reappointment of the External Auditor for the fiscal year ending on 31/12/2025 and authorizing the Board of Directors to determine their fees. The external auditor must be among those registered in the special registry at the CMA, taking into account the period of the mandatory change of the external auditor.
18. Discussion of the election of the new Board of Directors for the company for the upcoming three years.
Each of the following has been nominated for membership on the board of directors:
| No. |
Candidate Name |
Candidate Position (Executive - Non-Executive - Independent) |
| 1 |
Mr. Rashid Yaqoub Al-Nafisi |
Non-Executive |
| 2 |
Mr. Mohammad Khaled Othman Al-Othman |
Independent |
| 3 |
United Circle General Contracting and Building Company O.P.C represented by Mr. Ali Abdulrahman Ahmed Al-Shaya |
Non-Executive |
| 4 |
Mr. Abdulhamid Mohammad Dib Mahrez |
Independent |
| 5 |
Al-Mezzan Combined For General Trading W.L.L represented by Mr. Fahad Abdulmohsen Fahad Al- Nafisi |
Non-Executive |
| 6 |
Dr. Omar Naser Abdullah Al-Hussainan |
Independent |
| 7 |
Mr. Ziyad Rashid Yaqoub Al- Nafisi |
Non-Executive |
| 8 |
Al-Yamar Real Estate Company W.L.L represented by Mr. Mohammad Mahmoud Yousef Al-Fulaij |
Non-Executive |
| 9 |
Mr. Nawaf Hamad Jadyiah Al-Dousari |
Non-Executive |
|