The General Assembly of a Public Shareholding Company shall hold at least one ordinary meeting per year inside the Kingdom, upon the invitation of its Board of Directors, on the date set by the Board in agreement with the Controller, provided that this meeting shall be held within the four months following the end of the fiscal year of the Company.

The Quorum of the Ordinary General Assembly Meeting

Ordinary meetings of the General Assembly of a Public Shareholding Company shall be deemed legal if attended by shareholders representing more than one half of the Company's subscribed shares. Should such a quorum not be present after the lapse of one hour from the time fixed for the meeting, the chairman of the Board of Directors shall direct an invitation to the General Assembly to hold another meeting within ten days from the date of the first meeting. The invitation shall be made through an announcement published in at least two local daily newspapers, at least three days prior to the date set for the meeting. The second meeting shall be considered legal regardless of the shares represented therein.

The powers of the General Assembly of a Public Shareholding Company during its ordinary meeting shall include powers necessary for considering, discussing and taking the appropriate decisions on all Company-related issues, particularly the following:

The General Assembly of a Public Shareholding Company shall hold an extraordinary meeting inside the Kingdom upon the invitation of the Board of Directors, or upon a written request submitted to the Board from shareholders holding not less than one-quarter of the Company's subscribed shares, or upon a written request submitted by the Company's auditors or the Controller, should shareholders holding in person not less than 15% of the Company's subscribed shares request such a meeting.

The Board of Directors shall invite the General Assembly to the extraordinary meeting which the shareholders, the Company's auditors or the Controller has requested to be convened in accordance with the provisions of paragraph (a) of this Article, within a period not exceeding fifteen days from the date the Board has been notified of that request. Should the Board fail to direct such an invitation or refused to respond to the request, the Controller shall invite the General Assembly to convene at the expense of the Company.

Subject to the provisions of paragraph (b) of this Article, an extraordinary meeting of the General Assembly of the Public Shareholding Company shall be deemed legal if attended by shareholders representing more than one-half of the subscribed shares of the Company. Should such a quorum not be present after the lapse of one hour of the time fixed for the meeting, then the meeting shall be postponed to another date to be held within ten days form the date of the first meeting. The chairman of the Board shall announce the new date of the meeting in at least two local daily newspapers, at least three days prior to the date set for the new meeting. The second meeting shall be deemed legal with the presence of shareholders representing at least 40% of the Company's subscribed shares. Should such a quorum not be present in the second meeting, it shall then be cancelled, whatever the reasons for the invitation are.

The invitation for an extraordinary meeting of the General Assembly must include the issues to be presented and discussed thereat. Should the agenda include amending the Articles and Memorandum of Association of the Company, the proposed amendments must be attached to the invitation for the meeting.

The Powers of the General Assembly in its Extraordinary Meeting

The General Assembly of a Public Shareholding Company shall, at its extraordinary meeting, discuss, consider and take appropriate decisions regarding the following issues:

Decisions at an extraordinary meeting of the General Assembly shall be issued by a majority of 75% of the total shares represented in the meeting.

Extraordinary General Assembly Meetings Enjoy Ordinary Meetings Powers

The General Assembly of a Public Shareholding Company may discuss at its extraordinary meetings issues falling within its powers at ordinary meetings. The General Assembly’s decisions in this case shall be adopted by an absolute majority of shares represented at the meeting.

Presidency of the General Assembly Meeting and Attendance of the Chairman and Members of the Board of Directors

The ordinary meeting of the General Assembly of a Public Shareholding Company shall be presided over by the chairman of the Board or his deputy, in case of the chairman’s absence, or the person delegated by the Board if both the chairman and his deputy are absent.

Every shareholder in the Public Shareholding Company who was registered in the Company's register three days prior to the date set for any meeting of the General Assembly shall have the right to participate in discussing issues presented thereto and to vote on the decisions adopted by the Assembly regarding these issues, each according to the number of shares he represents in person and by proxy.

A shareholder in a Public Shareholding Company shall have the right to give a proxy to another shareholder to attend any meeting of the Company's General Assembly. The proxy shall be in writing, on a special form prepared by the Company's Board of Directors for this purpose with the approval of the Controller. Proxies must be deposited at the Company's headquarters at least three days before the date set for the meeting of the General Assembly. The Controller, or any person delegated by him, shall examine the said proxies. The shareholder may also give a proxy to another person by virtue of a judicial power of attorney to attend the meeting on his behalf.

The proxy shall be valid for the attendance of the representative of any other meeting to which the General Assembly meeting was postponed.

The presence of a trustee, guardian or attorney of the shareholder or the representative of a corporate body which is a shareholder in the Company shall be considered as the legal presence of the original shareholder at the meetings of the General Assembly, even if the said trustee, guardian or representative of the corporate body is not a shareholder in the Company.

Supervision over Implementing the Procedures for Convening the Meeting

The Controller, or anyone delegated in writing thereby from the staff of the Directorate, shall supervise the implementation of the procedures related to convening the meeting of the General Assembly of a Public Shareholding Company in accordance with the instructions issued by the Minister for this purpose.

The chairman of the meeting of the General Assembly of a Public Shareholding Company shall appoint, from amongst the shareholders or the Company's employees, a clerk to record the minutes of meeting of the General Assembly, and the decisions taken therein. The chairman shall also appoint not less than two supervisors to collect and sort the votes. The Controller or his representative shall announce the results of any voting.

The minutes of the meeting shall include the meeting’s legal quorum, the issues presented in it, the decisions adopted regarding these issues, the number of votes supporting and opposing every decision and votes that did not appear in addition to the General Assembly deliberations which the shareholders request that they be recorded in the minutes. The minutes shall be signed by the chairman of the meeting, the Controller and the secretary, and shall be documented in a special register prepared by the Company for this purpose. The Board of Directors shall send a signed copy of the minutes to the Controller within ten days from the date of holding the meeting of the General Assembly.

The Board of Directors shall invite the Controller, Securities Commission and the Company's auditors to the meeting of the General Assembly at least fifteen days prior to the date set for the meeting’s convention. The auditor shall attend or delegate a person to represent him, failing which he shall be held responsible. The invitation shall be accompanied with the meeting’s agenda and all the data and enclosures whose attachment to the invitation sent to shareholders have been stipulated. Any meeting of the General Assembly not attended by the Controller, or any of the Directorate employees delegated by him in writing shall be considered null and void.

General Assembly Decisions, their Binding Power, and the ability to Contest Same

Decisions issued by the General Assembly of a Public Shareholding Company at any of its meeting that convenes with the presence of a legal quorum, shall be binding upon the Board of Directors and all shareholders, whether they attended the said meeting or not, provided that these decisions have been adopted in accordance with the provisions of this Law and the regulations issued in pursuance.

The Court shall have jurisdiction to look into and settle any case that may be presented for the purpose of contesting the legality of any of the meetings of the General Assembly, or contesting the decisions issued at any one of these meetings. Such contesting shall not halt the implementation of any decision of the General Assembly unless the Court decides otherwise. Such a case shall not be entertained after the lapse of three months from the date of the meeting.