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Mobile Telecommunication Company Saudi Arabia (Zain KSA) Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)

7030
ZAIN KSA
0.66 %
1445/12/25     01/07/2024 08:08:01

Element ListExplanation
Introduction The Board of Directors of Zain KSA is pleased to announce the results of the Extraordinary General Assembly meeting that was held after realizing the required quorum.
City and Location of the General Assembly's Meeting At the Company’s Headquarter in Riyadh (Via modern technology means).
Date of the General Assembly's Meeting 2024-06-30 Corresponding to 1445-12-24
Time of the General Assembly’s Meeting 19:30
Percentage of Attending Shareholders 60.77
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The Following Board Members attended the Meeting:

1. HH Prince Naif Bin Sultan Bin Mohammed Bin Saud Al Kabeer.

2. Bader Al-Kharafi.

3. Ossama Matta.

4. Saud Al-Bawardi.

5. Kamil Hilali.

6. Abdullah AlFaris.

7. Saad AlMoussa.

The Board Members Martial Caratti and Talal AlMamari were absent from the Extraordinary General Assembly meeting.

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf 1- Saud Al-Bawardi (On behalf of the Chairman of the Audit Committee)

2- Saud Al-Bawardi (Chairman of Nomination and Remuneration Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- The Board of Director’s report for the fiscal year ending on 31/12/2023 was Reviewed and discussed.

2- The financial statements for the fiscal year ending on 31/12/2023 was Reviewed and discussed.

3- Approved on the External Auditor’s report for the fiscal year ending on 31/12/2023 after discussing it.

4- Approved the appointment of an External Auditor for the Company Ernst & Young Professional Services based on the recommendation of the Audit Committee to review and audit financial statements of the second quarter, third quarter, and the annual of the fiscal year 2024, in addition to the first quarter of 2025, and determine his fees amounting to 5,045,000 SAR, excluding VAT.

5- Approved the discharge of Board of Directors members for the fiscal year ended on 31/12/2023.

6- Approved the disbursement of (3,300,000) SAR remuneration to the Board members for the fiscal year ended on 31/12/2023.

7- Approved the delegating the Ordinary General Assembly’s authorization mentioned in Paragraph (1) from Article (27) of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the term of the delegated Board, whichever is earlier, pursuant to the terms mentioned in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies.

8- Approved the recommendation of the Board of Directors to distribute cash dividends to the shareholders for the fiscal year ending 31 December 2023 amounting to (449,364,588) SAR at (0.5) SAR per share representing (5%) of the nominal value per share. The eligibility of Cash dividends will be to shareholders who own the company shares by the end of the trading day of the General Assembly of the company and registered in the Company's shareholders record at Securities Depository Center Company (Edaa) at the end of the second trading day following the eligibility date. The distribution date will be announced later.

9- Approved the transferring Statutory Reserve balance amounted (203,099,405) SAR as stated in the financial statements for the year ended on 31/12/2023 to the Retained Earnings account.

10- Approved the amending Article No. (3) of Company's bylaws related to the (Objectives of the Company ).

11- Approved the amendment of Article (12) of Company's bylaws related to the (Trading of Shares).

12- Approved the amendment of Article (17) of Company's bylaws related to the (Expiration of the Board of Directors’ Membership).

13- Approved the amendment of Article (18) of Company's bylaws related to the (Board Vacancy).

14- Approved the tamending Article No. (19) of Company's bylaws related to the (Powers of the Board of Directors).

15- Approved the amending Article No. (21) of Company's bylaws related to the (Powers of the Chairman, Deputy Chairmanm Managing Director and Secretary).

16- Approved the amendment of Article (23) of Company's bylaws related to the (Board of Directors Meetings Quorum).

17- Approved the addition of Article (24) of Company's bylaws related of the (Deliberations of the Board of Directors).

18- Approved the amendment of Article (31) of Company's bylaws related to the (Invitation for Assemblies).

19- Approved the amending Article No. (47) of Company's bylaws related to the (Profit Distribution).

20- Approved the amendment of Article (50) of the company’s bylaws related to the (Losses of Company).

21- Approved the amendment of Article (52) of the company’s bylaws related to the (Termination of the Company).

22- Approved the on amending the company’s bylaws in accordance with the new companies law, and rearranging and numbering the bylaws’ articles to comply with the proposed amendments.

23- Approved the amendment of Audit Committee Charter.

24- Approved the amendment of Remuneration and Nomination Committee Charter.

25- Approved the amendment of Remuneration Policy of Board Members, Committee Members and Senior Executives.

26- Approved the amendment of policy and standard for Board of Directors and Executive Management Membership.

27- Approved the competition business policy.

28- Approved the business and contracts between the company and Zain group company in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Alkharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Board Member), Mr. Firas Oggar (Former Board Member), Mr. Kamil Hilali (Board Member), and Mr.Talal Al Mamari (Board Member). which is Operational contract, noting that the transactions amounted to (5,817) thousand SAR for the fiscal year 2023. and there is no Preferential terms for this contract.

29- Approved the business and contracts between the company and Zain group company in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Alkharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Board Member), Mr. Firas Oggar (Former Board Member), Mr. Kamil Hilali (Board Member), and Mr.Talal Al Mamari (Board Member). which is Branding Fee, noting that the transactions amounted to (170,000) thousand SAR for the fiscal year 2023. and there is no Preferential terms for this contract.

30- Approved the business and contracts between the company and Subsidiaries of Zain group. in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Alkharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Board Member), Mr. Firas Oggar (Former Board Member), Mr. Kamil Hilali (Board Member), and Mr.Talal Al Mamari (Board Member). which is Telecom Services (interconnect/roaming). The of transactions provided amounted to (5,113) thousand SAR for the fiscal year 2023, And The of transactions received amounted to (58,204) thousand SAR for the fiscal year 2023. and other telecommunications services rendered of (723) thousand SAR for the fiscal year 2023. and there is no Preferential terms for this contract.

31- Approved the business and contracts between the company and Al Marai company and to the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is Telecom Services rendered, noting that the transactions amounted to (37,907) thousand SAR for the fiscal year 2023. and there is no Preferential terms for this contract.

32- Approved the business and contracts between the company and Yamama Cement company and to the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is Telecom Services rendered, noting that the transactions amounted to (7,418) thousand SAR for the fiscal year 2023. and there is no Preferential terms for this contract.

Additional Information The Board of Directors of the Zain KSA would like to thank the shareholders for their participation in the Extraordinary General Assembly meeting (first meeting).

In the event of any inquiries, we hope to contact our Investor Relations Department

Email: investor.relations@sa.zain.com

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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Last Price 10.63
Net Change 0.07 (+0.66%)
Value Traded (Sar) 22,052,578.33
Volume Traded 2,082,035
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