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Dar Al Balad amends general assembly voting dates

Dar Al Balad amends general assembly voting dates
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Riyadh - Mubasher: Dar Al Balad for Business Solutions Company has issued a corrective announcement regarding the electronic voting schedule for its upcoming Extraordinary General Meeting (EGM).

The correction, published on the Saudi Exchange (Tadawul), aligns the voting window with the revised meeting schedule and is accompanied by a comprehensive proposal to amend the company’s Articles of Association.

These proposed changes include restructuring the board of directors, revising quorum requirements, and establishing formal frameworks for interim dividend distributions and conflict-of-interest disclosures.

In its latest regulatory filing, Dar Al Balad clarified that the electronic voting period for shareholders registered in the Tadawulaty service will now commence at 1:00 AM on Wednesday, 22 August 2026.

This replaces the previously announced start date of 21 July 2026. Shareholders will be permitted to cast their votes remotely until the conclusion of the EGM meeting.

Beyond the scheduling adjustment, the company disclosed a series of significant structural amendments to its Articles of Association, which have received a letter of non-objection from the Ministry of Commerce.

A primary focus of these amendments is the governance of the Board of Directors. The company proposes increasing the number of board members from five to six, with a maximum membership term of four years.

Furthermore, the proposal seeks to lower the thresholds for board functionality. The required quorum for board meetings is proposed to decrease from 80% to 66.66% of members.

Similarly, the threshold for passing board resolutions is slated to move from an 80% majority to a 66.66% majority. The revised bylaws also stipulate that the board must convene at least four times annually and must call for an OGM within 30 days if requested by the auditor or shareholders representing at least 10% of the company’s capital.

The amendments also introduce modern financial and transparency protocols. A new article regarding "Stock Trading" confirms that company shares will be traded in accordance with the Capital Market Law and its executive regulations. In terms of transparency, a rigorous "Disclosure of Interest" article will be added.

This clause mandates that any board member with a direct or indirect interest in company contracts must notify the board immediately and abstain from voting on related decisions. Failure to disclose such interests may lead to the nullification of contracts and legal claims for the recovery of profits.

Regarding shareholder returns, Dar Al Balad is proposing a framework for the distribution of interim dividends on a semi-annual or quarterly basis. This authority would be delegated to the board by the General Assembly, provided the company maintains a consistent profitability profile and sufficient liquidity.

The proposal emphasizes that such distributions must be backed by sufficient distributable profits as per the latest reviewed financial statements and must be disclosed to the Capital Market Authority and the public without delay.