Market Rules and Forms

Chapter 1

Article 1: Preamble

Arabian Centers Company was transferred in accordance with the provisions of the Companies Law and its Executive Regulations, and under the issuance of the Companies Law by Royal Decree No. (M/132) dated 01/12/1443 AH, the company's bylaws were amended and be in alignment to as follows:

Article 2: Name of Company:

The name of the company is "Arabian Centers Company" (a listed Saudi joint-stock company).

Article 3: Purposes of the company

The Company is to practice and implement the following objects:

1. Purchasing lands in order to construct buildings thereupon and invest by selling or leasing in favor of the Company.
2. General construction works for buildings including construction, repair, demolition, restoration, maintenance and excavation works for public buildings, residential buildings, commercial buildings, educational facilities, leisure facilities and health facilities.
3. Maintenance, operation and management of commercial centers and commercial and residential complexes.
4. Management, operation and development of land and residential complexes and neighborhoods.
5. Construction, maintenance and operation of residential buildings. Advertisement and digital advertisement. The company shall carry out its activities in accordance with the applicable regulations and after the necessary licenses are obtained from the competent authorities, if any. Article 4: Participation and Ownership in Companies The company may establish companies on its own with limited liability, closed joint-stock or simplified joint- stock companies. It may also own shares and stakes in other existing companies or merge with them, and it has the right to participate with third parties in establishing joint-stock companies or limited liability companies and any other companies after the applicable requirements and regulations and instructions are fulfilled in this regard. The company may also dispose of these shares or stakes, provided that this does not include brokerage in their trading.

Article 5: Head Office of Company:

The company's headquarter is located in the city of Riyadh in Kingdom of Saudi Arabia, and it may establish branches, offices or agencies inside or outside the Kingdom by a decision of the Board of Directors. Article 6: Duration of Company: The Duration of the Company shall be ninety-nine (99) Gregorian years commencing from the date of registration of the Company in the Commercial Register as a Joint Stock Company. Such duration may be extended by a resolution to be issued by the Extraordinary General Meeting at least one year the end of the duration.

Chapter Two: Capital and Shares

Article 7: Capital:

The share capital of the Company has been set at SAR (4,750,000,000), Four Billion Seven Hundred and Fifty Million Saudi Riyals, which is divided into (475,000,000), Four Hundred and Seventy-Five Million shares of equal value, each of which is SAR (10), of which (445,000,000) Four Hundred and Forty-Five Million shares in kind and (30,000,000) thirty Million cash shares.

Article 8: Subscription to Shares:

The shareholders have subscribed all shares of the Company amounting to SAR (475,000,000), Four Hundred and Seventy-Five Million shares, worth of (4,750,000,000), Four Billion Seven Hundred and Fifty Million Saudi Riyals. The shareholders acknowledge that the entire capital of the company has already been fulfilled.

Article 9: Preferred Shares:

The Extraordinary General Assembly of the Company may, subject to the conditions of the competent authority, issue preferred shares, purchase preferred shares, convert ordinary shares into preferred shares, or vice versa. The preferred shares shall not give their holders the right to vote in shareholder general assemblies. Such shares shall entitle their holders to a percentage, higher than that of holders of ordinary shares, in the net profits of the Company after deducting any reserve, if any.

Article 10: Sale of Outstanding Shares:

1- A shareholder shall pay the outstanding value of the share on the dates set for such payment. If a Shareholder defaults in payment when it becomes due, the Board of Directors may, after notice via email, other modern technological means, or through a registered letter, sell the Shares at a public auction, or on Stock Market, as the case may be. Other Shareholders shall have priority to purchase such shares of defaulting shareholder. 2- The Company shall recover from the proceeds of the sale such amounts as are due to it and shall refund the balance to the Shareholder. If the proceeds of the sale fall short of the amounts due, the Company may have a claim on the entirety of the Shareholder's personal funds for the unpaid balance. 3- The enforcement of rights related to defaulting shares shall cease until the shares are sold or the outstanding amount is paid, in accordance with Paragraph (1) of this Article. These rights include entitlement to receive dividends that approved for distribution, as well as right to attend General Assembly meetings and vote on its decisions. However, the defaulting shareholder may, up to the date of sale, pay the amount due plus the expenses incurred by the Company in this regard. In this case, Sharehol der shall be entitled to claim the dividends approved for distribution.

Article 11: Share Issuance:

The shares shall be nominal. Shares may not be issued at less than their nominal value, but they may be issued above this value, subject to approval of Extraordinary General Assembly. In this latter case, the difference in value shall be prescribed in a separate provision within shareholders' rights In the case of indivisible share against the Company, if the share is jointly owned by several persons, they must elect one of them to exercise the rights attached to such share on their behalf, but they shall be jointly liable for obligations arising from the ownership of such share.

Article 12: Company's Share Buy-backs, Sales, and Pledges:

1. Company may buy, sell or pledge its shares, subject to approval of Extraordinary General Assembly, according to related laws and controls set by competent authority. Shares purchased by Company shall not have votes in shareholders assemblies.
2. Company may buy back its shares to reduce its capital, in accordance with applicable laws and controls set by competent authority.
3. Company may purchase its shares to be held as treasury shares in the following cases: A. If Board of Directors or its authorized representative considers that the share’s market price is less than its fair value. B. If rights of holders of convertible debt instruments are fulfilled, in accordance with its terms and conditions. C. If these shares are exchanged for acquiring shares, company ownership, or asset purchases. D. If these shares are allocated to Company employees within employee stock program. E. For any other purpose approved by Capital Market Authority.
4. Company may sell its treasury shares in one or several stages according to related controls set by competent authority.
5. The Company may pledge its shares to secure a debt, in accordance with controls set by competent authority.
6. Without prejudice to other applicable laws and regulations, a shareholder entitled to own or hold Company shares on behalf of another may pledge such shares in accordance with controls set by competent authorities. Pledgee Creditor shall be entitled to collect dividends and exercise rights related to shares,unless otherwise stipulated in Pledge Agreement. However, Pledgee Creditor shall not have the right to attend or vote in shareholders assemblies.

Article 13: Share Trading:

Companies’ shares are traded in accordance with Capital Market Law and its implementing regulations.

Article 14: Increase of Capital:

1- The Extraordinary General Assembly may adopt a resolution to increase Company’s issued or authorized capital, provided that the original capital must have been paid in full. The capital is not required to be paid in its entirety if the unpaid portion of the capital is due to shares issued in exchange for convertible debt instruments or financing sukuk into shares, and the period prescribed for conversion into shares has not matured yet. 2- In all cases, The Extraordinary General Assembly may allocate shares issued as a result of an increase of capital or part thereof to Company employees and the subsidiaries or part thereof, or any of the same. The shareholder may not exercise his pre-emptive rights when the Company issues the shares allocated to employees. 3- Holding Shareholder, at the time of issuing an extraordinary assembly’s resolution of increasing the issued capital or issuing a Board of Directors decision of increasing such capital within limits of authorized capital, shall have pre-emptive rights to subscribe for new shares issued in return for cash shares. The shareholders shall be notified of the pre-emptive rights vested in them by a notice through modern technological means the capital increase, plus conditions, term, start and end date of subscription, taking into account type and category of share he holds. 4- The Extraordinary General Assembly may suspend the shareholder's pre-emptive rights in the subscription to increase capital in exchange for cash shares or grant pre-emptive rights to non-shareholders in cases deemed appropriate for the benefit of the Company. 5- A registered shareholder may sell its pre-emptive rights, in whole or in part, through market and receive monetary consideration for such partial or full sale, in accordance with Implementing Regulations of Companies Law governing listed joint-stock companies. 6- Subject to the provisions of Paragraph (4) above, new shares shall be distributed to pre-emptive rights holders who have demanded subscription in proportion to the total pre-emptive rights resulting from the capital increase provided that the number of Shares allotted to them shall not exceed the number of new Shares they have applied for. The remaining new Shares shall be allotted to the original Shareholders who have asked for more than their proportionate share, in proportion to the pre-emptive rights they hold out of pre-emptive rights resulting from the capital increase provided that the number of Shares allotted to them shall not exceed the number of new Shares they have applied for. The rest of the Shares shall be offered to third parties unless otherwise provided for by the Extraordinary General Assembly or the Capital Market Law.

Article 15: Decrease of Capital:

1- The Extraordinary General Assembly may decide to decrease capital if it exceeds Company’s need or if Company suffers losses. The capital may, in the latter case only be decreased to less than the limit stipulated in Article Fifty-Nine (59) of the Companies Law. 2- Such reduction resolution shall be issued only after receiving a General Assembly report prepared by Board of Directors explaining reasons for reduction, Company obligations, and the effect of reduction on such obligations, provided that such statement is accompanied by Company Auditor Report In cases where General Assembly’s resolution is passed by circulation, the aforementioned report may be sufficient to be presented to shareholders. . 3- If capital reduction is resulted from being more than Company need, debtors may be called to express their objections, if any, at least (forty-five) days before date specified for holding Extraordinary General Assembly meeting to issue reduction resolution, provided that invitation is accompanied by a statement elaborating capital before and after reduction, date of meeting and reduction effectiveness date. If any debtor objected to reduction and submits his documents on the date specified, Company shall pay him his debt if it is due, or it may present thereto a sufficient guarantee to fulfill it if it has to be paid later. Any debtor, who has objected to reduction and whose debt has not been paid if it is due, or sufficient guarantee to fulfill debt is not presented if it has to be paid later, has the right to petition the competent judicial authority, prior to the date set for Extraordinary General Assembly meeting to decide on the reduction. In such a case, the competent judicial authority may decide to mandate payment of such debt, present sufficient guarantee, or postpone Extraordinary General Assembly meeting, as deemed appropriate. 4- The capital reduction cannot be objected by a creditor who submitted their petition within period specified in paragraph (3) of this Article unless creditor’s due debt has been fully paid or sufficient guarantee to fulfill has been presented for debt that remains outstanding. 5- Equality shall be observed between shareholders who hold shares of the same type and class upon decreasing capital.

Article 16: Debt Instruments:

1- The Company may issue debt instruments or tradable financing instruments in accordance with the provisions of Capital Market Law 2- To issue convertible debt instruments or financing sukuk into shares by the company, a resolution by Extraordinary General Assembly, which determines maximum number of shares to be issued in exchange for convertible debt instruments or financing sukuk into shares, whether issued all at once, over a series of issuances, or under one or more issuance plans, is required. Without the need for further approval from extraordinary general assembly, Board of Directors is authorized to issue new shares in exchange for such debt instruments or sukuk whose holder request to be converted immediately upon end of specified conversion request period, upon fulfillment of conditions for their automatic conversion into shares, or upon expiration of specified conversion period. Board of Directors shall also take the necessary actions to amend provisions related to issued shares and capital stated in Articles of Association. 3- Board of Directors shall ensure that every capital increase is duly recorded in the commercial register upon completion of relevant procedures. 4- debt instruments or financing sukuk may be converted into shares in accordance with Capital Market Law, provided their holders consent, whether such consent is pre-approved as part of the issuance conditions or given subsequently by mutual agreement.

Chapter Three: Company Management

Article 17: Company Management:

The Company shall be managed by a Board of Directors consisting of nine (9) natural members to be elected by the Ordinary General Assembly for shareholders for a term not exceeding four (4) years. The Ordinary General Assembly may re-elected Board of Directors members at end of its term.. Each shareholder has right to nominate themselves or one or more other persons, whether they are shareholder or not, to be a member in Company’s Board of Directors.

Article 18: Termination of Board Membership:

Board membership shall terminate upon expiry of its term or by expiry of its membership in accordance with any regulations or instructions applicable in Kingdom of Saudi Arabia. However, Ordinary General Assembly may, based on recommendation by Board, terminate membership of Board members who failed to attend (three) consecutive meetings or (five) intermittent meetings throughout his membership term without an excuse accepted by Board. The Board of Directors is required to call for an Ordinary General Assembly meeting to be held, sufficiently before the end of its term, to elect a new Board of Directors for upcoming term. If such election cannot be conducted and the current Board’s term ends, its members shall remain in office to perform their duties until a new Board of Directors is elected, but this period of service shall not exceed ninety days after their term ends. The Board shall take necessary actions to elect a new Board before continuation period set in this paragraph ends. However, Ordinary General Assembly may dismiss all or some Board members. In which case, Ordinary General Assembly shall appoint a new Board or a director who replaces the dismissed one (as the case may be) in accordance with provisions of Companies Law.

Article 19: Expiration of Term of Board of Directors, Resignation of its Members or Board Vacancy:

1- If the position of a board member becomes vacant due to his death or resignation, and this does not result in a breach of the conditions necessary for the validity of Board meeting due to a shortfall in the number of its members below three (3) members, Board may appoint a qualified person with relevant expertise to provisionally fill the vacancy. Appointment shall be reported to Commercial Register, and to CMA, within 15 business days from the date of such appointment, and it shall be submitted to Ordinary General Assembly in its first meeting. Appointed member shall complete the term of his predecessor. 2- If the necessary quorum of three members for a Board of Directors meeting is not met, the remaining members must call for an Ordinary General Assembly meeting within sixty days to elect needed members. 3- In event of failure to elect a new Board of Directors or complete required number of Board members, as per paragraphs (1) and (2) of this Article, any stakeholder may petition the competent court to appoint qualified management team, in such number as the court deems appropriate, to oversee CC management and call for a General Assembly meeting within ninety days to either elect a new BOD and complete the required number of BOD members, or to seek CC dissolution. 4- If Chairperson and all BOD members resign, they shall call for an Ordinary General Assembly meeting to elect a new BOD members. Such resignations shall not take effect until a new BOD members are elected, provided that resigning BOD shall not continue in office for more than one hundred and twenty (120) days from date of such resignation. BOD shall take all necessary actions to ensure the election of a successor BOD within such specified period. 5- A BOD member may resign by submitting a written notice to chairperson. If chairperson resigns, such notice shall be addressed to the remaining members and BOD secretary. In both cases, such resignation shall take effect from date specified in such notice. Article 20: Powers of the Board: Subject to powers assigned to General Assembly, BOD shall have the fullest authorities to manage CC in a manner that achieves its objectives. These authorities include, but are not limited to:

1. Provide all types of guaranties, warranties and undertakings including but not limited to foreclosure and waiver of the Company’s assets to secure loans, obligations and debts of the Company or companies where the Company is a partner or a shareholder. The Board shall, without limitation, restrict cashing of profits and comply with retaining the assets ownership owned by the Company in other companies in which the Company is a partner or a shareholder for any period according to the financing requirements.
2. Approve the internal, financial, administrative and technical regulations of the Company, its policies and procedures for the employees and authorize the executive directors of the company to sign on its behalf in accordance with the regulations and controls set by the Board. Approve and operate the Company's action plans and approve its annual budget.
3. Represent Company and sign on its behalf before third parties, notaries public inside and outside the Kingdom, before courts, ministries, government and non-government agencies, institutions, individuals, companies, all government and private funding funds and institutions, banks, Saudi, non-Saudi financial institutions. This representation is for dealings with Ministry of Justice, Ministry of Interior, Ministry of Foreign Affairs, Ministry of Commerce, Ministry of Industry and Mineral Resources, Ministry of Finance, Ministry of Environment, Water and Agriculture, Ministry of Human Resources and Social Development, Ministry of Municipal and Rural Affairs and Housing, Ministry of Culture, Ministry of Housing, Ministry of Environment, Water and Agriculture, Saudi Electricity Company, Ministry of Energy, Ministry of Transport and Logistic Services, Ministry of Communications and Information Technology, Ministry of Economy and Planning, and their branches and departments, in regards to [government agencies] specifically at Transport General Authority, Oversight and Anti-Corruption Authority, General Authority for Real Estate, Saudi Authority for Intellectual Property, Public Prosecution, Ministry of Investment, Capital Market Authority, Saudi Standards, Metrology and Quality Organization, General Food and Drug Authority, Saudi Tourism Authority, Ministry of Tourism, National Anti-Corruption Commission, Saudi Authority for Industrial Cities and Technology Zones, Royal Commission for Jubail and Yanbu, Human Rights Commission, Royal Commission for Riyadh City, Communications, Space and Technology Commission, obtaining a license to provide virtual mobile network operator services, and dealing with Electricity and Cogeneration Regulatory Authority, and their branches and departments, dealing with High Commission for Settlement of Labor Disputes, Primary Commission for Settlement of Labor Disputes, General Commission for Audiovisual Media, General Authority For Competition, General Authority for Awqaf, General Entertainment Authority, Zakat, Tax and Customs Authority, General Authority For Competition, General Organization for Social Insurance, Civil Defense, General Directorate of Civil Defense, Chamber of Commerce, Agency Management, and dealing with all government and private departments, institutions, and individuals, and dealing with embassies and consulates and signing on behalf of the Company as required, receiving and delivering, dealing with all relevant authorities, and taking all necessary actions.
4. To act on behalf of the company in all matters concerning its banking interests, affairs, and objectives, and to execute all requisite banking transactions essential to its operations. This authority includes, but is not limited to, opening accounts, executing withdrawals, deposits, and transfers in both local and foreign currencies, updating records, activating, closing, and reconciling accounts, as well as authorizing and revoking signatories. The representative is empowered to conduct domestic and international transfers, engage in foreign exchange transactions, issue and manage various types of checkbooks, including their issuance, endorsement, encashment, receipt, and handling of returned checks, as well as filing objections and requesting objection notices. The authority further extends to requesting and utilizing all electronic banking services offered, such as the issuance, receipt, and PIN setup for ATM cards, issuance of credit cards, obtaining bank statements, subscribing to, renewing, opening, and redeeming safe deposit boxes, rescheduling installments, requesting letters of credit, executing contracts, and signing bank forms. The representative may also request and endorse bank guarantees, receive, record, and manage guarantees, close and reconcile accounts, and request the provision of point-of-sale (POS) terminals. In terms of investment management, the representative is authorized to administer investment portfolios, obtain debt certificates, liquidate portfolios, and access information on securities, including their division, trading, sale, collection of proceeds, and deposit into either the company’s, personal accountor other designated portfolios or accounts. Additionally, the representative may acquire banking certificates, IBAN certificates, subscribe to public offerings, purchase and sell shares, receive shareholder certificates, dividends, surplus funds, and other entitlements, as well as open and manage investment portfolios, including drafting, amending, and canceling orders. This authority includes subscribing to and redeeming investment fund units, transferring shares from portfolios, liquidating real estate shares, and liaising with all relevant authorities to complete necessary formalities and execute signatures as required. And to sign telephone banking and fax agreements, as well as to complete all necessary approvals on behalf of the company via telephone.
5. To execute and authorize agreements related to treasury products and financial derivatives, and to negotiate on behalf of the company with banks for the procurement of loans and credit facilities of any type, amount, or duration. This authority includes signing all related loan and facility agreements, completing the required documentation, and accepting substitution agreements under the terms, conditions, and commitments stipulated therein. It further extends to the renewal, amendment, and restructuring of such agreements. Additionally, the representative is empowered to sign Islamic finance agreements, including Murabaha and Tawarruq, as well as other Sharia-compliant banking products offered by financial institutions, and to execute all required documents and powers of attorney associated with these Islamic financial products. To sign Murabaha, Ijara, Tawarruq, Istisna, and investment agreements, as well as forward sale contracts and partnership agreements, and to execute and provide all necessary guarantees for these transactions,including moral guarantees such as real estate mortgages, securities, promissory notes, share certificates, and other tangible and monetary securities. Additionally, to sign financial instruments and promissory notes on behalf of the company, execute guarantees in the company's name to secure facilities granted to the company and to entities in which the company holds an interest from time to time, as well as to secure facilities granted to third parties. Furthermore, to provide guarantees on behalf of the company to secure facilities extended to the company and to entities in which the company has an interest, as well as facilities granted to third parties.
6. To submit applications for loans and loan waivers, to request the issuance of financial guarantee letters in all forms, whether secured or unsecured, and to open, renew, and terminate letters of credit on behalf of the company. This authority further encompasses executing Islamic finance agreements, including Murabaha, Tawarruq, and other Sharia-compliant financing arrangements, as well as various investment contracts. Additionally, the representative is empowered to enter into hedging agreements to miti gate exposure to interest rate and foreign exchange volatility.
7. To initiate or terminate any partnership, joint venture, or subsidiary agreements; to establish, acquire, dispose of, restructure, or merge any subsidiary entity of the company in any manner deemed appropriate; and to establish or close any branches, offices, or agencies as necessary.
8. To participate in bids, tenders, and projects, and to submit proposals, whether independently or in alliances with third parties, as well as to execute all necessary agreements and forms related thereto, whether the projects pertain to the public or private sector.
9. To execute and endorse guarantees, and to request the issuance of guarantees across all commercial, industrial, agricultural, and real estate banks, as well as through various funds, including real estate, industrial, and agricultural funds. This authority encompasses signing guarantees on behalf of the company to secure obligations of third parties, endorsing all financial facilities extended to affiliated companies and external parties, and executing all contracts and documents associated with such facilities. Furthermore, the representative is empowered to sign investment Murabaha agreements, investment contracts, assign rights and entitlements, provide necessary undertakings and assurances, and execute joint and several guarantees for indemnity and performance bonds related to facilities granted to third parties.
10. To buy and sell shares, receive dividends and any surplus from them, pledge investment portfolios or shares as collateral for loans, release pledged securities, collect the company’s entitlements, fulfill its obligations, and issue, sign, endorse, and receive commercial instruments on behalf of the company.
11. To ratify the company’s financial statements and year-end reports, authorize and execute all minutes of meetings, and represent the company before all governmental bodies, domestically and internationally, as well as before third parties, in all matters related to the company’s interests, affairs, and the fulfillment of its corporate objectives.
12. To represent the company in all real estate matters, including executing agreements for sale and conveyance, obtaining title deeds and deeds of ownership for properties located within and outside the Kingdom of Saudi Arabia, with full authority to conduct transactions for the purchase, sale, receipt, and disbursement of funds in the company’s name. This authority further encompasses gifting and transferring property ownership, accepting gifts and conveyances, leasing and subleasing, executing and rescinding contracts, transferring and accepting title, mortgaging and releasing liens, accepting waivers, merging and subdividing title deeds, updating and registering deeds within the unified system, waiving area discrepancies, converting agricultural land to residential plots, amending the owner’s name and details, adjusting boundaries, dimensions, area, plot numbers, plans, title dates, and neighborhood names as necessary. Additionally, the representative is authorized to handle all leasing activities, including signing and renewing lease agreements, collecting rental payments via bank transfer or check in the company’s name, disbursing rental payments, and canceling or terminating lease agreements, applicable to all properties both domestically and internationally. Furthermore, the representative is empowered to register with the Ejar electronic rental services platform, execute lease contracts via Ejar, amend or cancel Ejar lease agreements, manage the handover and receipt of rental units, utilize all available services on the Ejar platform, and complete all procedures pertinent to leasing transactions through Ejar.
13. To establish companies, execute articles of incorporation and amendment appendices thereto, sign partner resolutions, appoint and remove members of the board of managers, amend provisions related to management, facilitate partner admissions and withdrawals, enter into existing companies, increase or decrease share capital, define capital structure, receive allocation surpluses, acquire shares or equity interests and settle payments, dispose of shares or equity interests and receive proceeds, sell the company, amend a partner’s nationality within the contractual framework, transfer and assign shares and equity interests in the capital, accept assignments of shares and equity interests, transfer shares, bonds, and securities, modify the company’s objectives, open bank accounts in the company’s name, execute agreements, amend the company’s name, close bank accounts in the company’s name, revise the articles of incorporation or appendices of amendments, register the company, record and sign powers of attorney, register trademarks, assign and cancel trademarks, open company files, establish branches within and outside the Kingdom, cancel or remove branch registrations, liquidate the company, convert the company from a joint-stock entity to a limited liability entity or vice versa, cancel articles of incorporation and amendments, execute articles of incorporation and amendments before a notary public, engage with the Quality and Standards Authority, obtain and renew licenses, convert company branches to standalone establishments or subsidiaries, execute contracts with third parties on behalf of the company, publish articles of incorporation, amendment appendices, and relevant summaries in the official gazette, and modify the company’s legal structure.
14. In matters related to commercial registrations, this authority encompasses representing the company before the Commercial Registry Department to issue, renew, and transfer commercial registrations; reserve and assign trade names; initiate and renew membership with the Chamber of Commerce; execute all requisite documentation with the Chamber of Commerce; manage and oversee commercial records; authorize and revoke signatures on behalf of the company at the Chamber of Commerce; supervise commercial activities and registrations; amend commercial records; add business activities; establish branches under the commercial registration; cancel registrations; participate in public tenders and receive relevant forms; register for electronic services provided by the Chamber of Commerce, activate such services, and secure confidential access codes; as well as issue replacement registration certificates in cases of loss or damage.
15. In relation to Labor Office and workforce matters, this authority includes the issuance and cancellation of visas, receipt of visa compensations, transfer of sponsorship, modification of job titles, updating of worker data, termination and cancellation of employment, reporting absconding workers, canceling abscondment reports, issuance and renewal of work permits, and completion of labor-related procedures with the Social Insurance Department. It further extends to coordinating with the Workforce Comput er Administration to add or remove workers, register or deregister Saudi nationals, and obtain Saudization certificates. This authority also encompasses the opening, renewal, and cancellation of primary and subsidiary files, retrieval of data extracts (prints), transfer, liquidation, and cancellation of establishment ownership, engaging with the Private Recruitment Office Department for recruitment activities, file creation, activation of the Saudi portal, upgrading to second-level status, and liaising with all relevant authorities to complete all required procedures, including executing any necessary signatures on behalf of the company.
16. With regard to the Recruitment Office, this authority includes reclaiming visa fees, modifying nationalities, adjusting points of entry, issuing family visit visas, issuing family recruitment visas, liaising with embassies, extending exit and re-entry visas, extending visit visas, obtaining data extracts ( printouts), recruiting workers from abroad, and liaising with all relevant authorities to complete all required procedures, including executing any necessary signatures on behalf of the company.
17. With regard to Passport Affairs, this authority encompasses issuing and renewing residence permits, Issuing a replacement for damaged or lost, processing exit and re-entry visas, final exit visas, transferring sponsorships, transferring worker sponsorship to self, updating and amending worker information, settling and relinquishing workers, canceling exit and re-entry visas, canceling final exit visas, obtaining replacement travel visas in cases of loss or damage, extending visit visas, adding dependents, completing procedures for deceased workers, obtaining worker data extracts (printouts), dropping workers from records, liaising with the Deportation and Expatriate Affairs Department, managing Port Affairs, issuing return reports, handlingdomestic worker affairs, registering in electronic services, receiving confidential codes, and liaising with all relevant authorities to complete all required procedures, including executing any necessary signatures on behalf of the company.
18. With regard to Municipalities and Local Authorities, this authority includes the opening and licensing of commercial establishments, including obtaining, renewing, transferring, and canceling licenses; securing permits for construction, renovation, fencing, and demolition; obtaining certificates of building completion; liaising with the General Urban Planning Administration for land planning; obtaining health permits; and engaging in tender processes, including the receipt of tender forms.
19. With regard to [Vehicles], this authority includes liaising with the Zakat, Tax, and Customs Authority for vehicle customs clearance, issuing license plates, coordinating with the Ministry of Transport to obtain vehicle operating permits, and handling matters with the Traffic Department, Police, and Emirate authorities.
20. Right in claiming and filing cases - Pleading and defending - hearing and responding to cases - Admission

• denial - conciliation - waiver - acquittal - Requesting an oath and rejecting it and refraining from it - Bringing and challenging witnesses and evidence - Answering, wounding and amending - Appealing forgery - Denying lines, seals and signatures - request travel ban and revoke the same- Reviewing the detention and enforcement departments - Requesting arbitration - Appointing experts and arbitrators - Appealing the reports of experts and arbitrators, returning and replacing them - Law of Sharia Pleadings Claim Execution of judgments - acceptance and denial of judgments - objection to judgments and appeal request - reconsideration petition - marginalization of judgments instruments - request for recusal Execution of what is required to attend hearings in all cases in all courts - receive funds via bank transfer, cash, or certified check in the name of the company, including before Sharia courts. receipt of judgment documents - request the recusal of a judge - request for entry and interference - at the administrative courts (the Board of Grievances) - medical and Sharia medical committees, labor committees, financial dispute resolution committees, banking dispute resolution committees, committees for the resolution of commercial paper disputes, commercial dispute settlement committees, customs committees, anti- commercial fraud committees, insurance disputes and violations committees, the Control and Investigation Authority, the Public Prosecution, and the Supreme Court for filing appeals or seeking reversal of judgments. Additionally, this authority extends to the Tax Violations and Disputes Settlement Committee, the Appellate Committee for Tax Violations and Disputes, the Banking Control Violations Committee, the Committee for Copyright Infringement Disputes, the Patent Dispute Committee, the Trademark Grievance Committee, and to apply for extensions from the Supreme Judicial Council- receiving and delivery- reviewing all relevant authorities and completing all necessary procedures and signing what is required.

21. Implementation of any waiver, authorization, sublicense, transfer, revocation, or establishment of any rights over intellectual property.
22. Evacuation of the Company's debtors from their obligations; provided that minutes of the Board and the reasons of its decision include the following conditions: A. The discharge shall be after a full year from the debt date, as a minimum. B. The discharge shall be for a fixed amount for each year for a debtor. C. Discharging of debtors is an absolute right of the Board of Directors and may not be authorized.
23. Form committees (Of Board members or others) appropriate to the Company's works and relevant needs and grant these committees powers the Board considers appropriate and coordinate between these committees in order to speed up making decision on matters submitted before them. The BOD may, within its competence, appoint or delegate one or more of its members or third parties to undertake a particular act or acts or some or all of its powers and cancel this authorization or power of attorney wholly or partially and give them the right to delegate third party.
24. 25. The BOD may authorize or assign Third Parties to exercise all or part of the powers specified above, and the agent has the right to grant further delegations.
25. The BOD appoints a CEO for the company by way of a resolution that stipulates his salary, authority, and term of office. The BOD holds the right to dismiss him; however, he retains the right to compensation if the dismissal is deemed untimely or without legitimate cause.
26. The BOD designates a Secretary, chosen either from its members or externally. The Secretary is tasked with recording Board meeting minutes, documenting issued resolutions, preserving these records, and carrying out other responsibilities as defined by the Board. The remuneration for this role is set by the BOD.
27. The Managing Director of the Board shall fulfill the role of the Chairman during his absence. In case of the absence of both the Chairman and the Vice Chairman, the Chairman may appoint a substitute from among the BOD's members.
28. The term of the Board Chairman, Vice-Chairman, Managing Director and the Secretary, if he is a Board member, shall not exceed term of office of each board member. They may be re-elected and the Board may at any time dismiss members or any of them without prejudice to their right of compensation for illegal reason or at an inappropriate time.

Article 21: Remuneration of Board Members:

1. The BOD’s members’ remuneration may include a fixed amount, an attendance allowance for meetings, in-kind benefits, or a specified percentage of net profits, as decided by the General Assembly or in line with the regulations approved by the General Assembly and the applicable laws and regulations in Saudi Arabia, upon the recommendation of the Remuneration Committee. It is stipulated that the remunerations for independent BOD’s members shall not be calculated as a percentage of the company’s profits, nor should they be based, directly or indirectly, on the company's profitability.
2. Board report to Ordinary General Assembly in its annual meeting must include a comprehensive statement of all bonuses, expense allowances and other benefits received or to be received by Board members during the financial year. It should also include a statement of what the working or administrative members of the Council received or what they received in exchange for technical, administrative or consulting work. It should also include a statement of the number of Council sessions and the number of sessions attended by all members.