Saudi Telecom Company (stc) invites its shareholders to attend the ordinary General Assembly meeting (first meeting and the second meeting to be held one hour after the first meeting) by Means of Modern Technology.
|Introduction||stc Board of Directors is honored to invite its shareholders to attend the Ordinary General Assembly's meeting of stc, which will be conducted virtually via Tadawulaty Platform, for the safety of the shareholders of the company and to support the preventive and precautionary efforts and measures exerted by the competent and relevant health authorities to address the emerging Corona virus pandemic (COVID-19), and as an extension of continuous efforts exerted by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.|
|City and Location of the General Assembly's Meeting||Saudi Telecom Company (stc) HQ, Riyadh (Building 41, Northern Gate No.3, Imam Saud Bin Abdul Aziz Road, Al Mursalat district.|
|URL for the Meeting Location||http://tadawulaty.com.sa|
|Date of the General Assembly's Meeting||2021-11-30 Corresponding to 1443-04-25|
|Time of the General Assembly's Meeting||19:30|
|Attendance Eligibility||Shareholders Registered in the Company’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations.|
|Quorum for Convening the General Assembly's Meeting||As per Article No. (31) of stc Articles of Association, “a meeting of the Ordinary General Assembly shall be valid only if attended by Shareholders representing at least half (50%) of the share Capital. If such quorum cannot be attained at the first meeting, a second meeting shall be held within an hour following the time set for the first meeting”. In all cases, the second meeting shall be valid regardless of the number of the shares represented therein.|
|General Assembly Meeting Agenda||1. Vote on stc dividends policy for the next three years starting from the fourth quarter of 2021 (Attached). |
2. Vote on the Company’s entry and execution of the Bookrunners Agreement. For more details about the Bookrunners Agreement, please refer to the Additional Information section below and Annex No. 1, which includes a description of its key terms and conditions. However, it should be noted that such terms and conditions are subject to any amendments that the parties may agree on and which are approved by the Board of Directors (or any of its delegates) in this regard in accordance with the delegation mentioned under item (3) below.
3. Vote on authorizing the Company’s Board of Directors, or any person delegated by the Board of Directors to approve the terms and conditions of the Bookrunners Agreement and any other related agreements, applications, documents instruments relating to the Secondary Offering (as defined in the additional Information Section below) including the offering document (prospectus); and execute such agreements and documentation and negotiate the same; and to carry out all other actions to execute the Secondary Offering.
4. Vote on ratifying all previous actions carried out by the Company’s Board of Directors in relation to the Secondary Offering including preparatory work carried out with the Public Investment Fund in relation to the Secondary Offering and appointment of the relevant advisors (Attached).
|E-Vote||All shareholders registered in Tadawulaty service will be able to vote electronically on the Ordinary General Assembly’s agenda. Electronic voting will start Friday at 10:00AM on 26-11-2021 and will last until the end of the Ordinary General assembly time. Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via: |
|Eligibility for Attendance Registration and Voting||Eligibility for registering the attendance of the Assembly’s meeting ends upon the beginning of the Ordinary General Assembly’s meeting. Eligibility for voting on the Assembly’s Meeting Agenda ends upon the Counting committee concludes counting the votes.|
|Method of Communication||For more inquiries please contact the Shareholders Affairs Section in the General Department of Investor Relations, building No.2, P.O. Box 87912 Riyadh 11652 |
Tel: 0114521845 – 0114525050
|Additional Information||For agenda items 2,3, and 4: |
With reference to the Company’s announcement dated 23-02-1443H (30-09-2021G), the Public Investment Fund is exploring the sale of a portion of its shares in the Company to institutional investors and retail investors in the Kingdom of Saudi Arabia, as well as international institutional investors in accordance with Rule 144 A and Regulation S under the United States Securities Act, while maintaining its majority stake of more than 50% of the total shares of the Company (the Secondary Offering).
As part of the Secondary Offering, the Company is intending to enter into a bookrunners agreement with the Public Investment Fund and the following bookrunners and Company’s financial advisors: Goldman Sachs Saudi Arabia (“GS”); HSBC Saudi Arabia (“HSBC”); Morgan Stanley Saudi Arabia (“MS”); SNB Capital Company (“SNBC”) and/or any other bookrunners to be determined by the Company and the Public Investment Fund (the “Joint Bookrunners”), whereby the Public Investment Fund and the Company appoint the Joint Bookrunners with respect to all matters related to the Secondary Offering (the “Bookrunners Agreement”). It should be noted that the Bookrunners Agreement is considered a related party transaction in which the Public Investment representatives in the Board of Directors of the Company have indirect interest.
For more details about the Bookrunners Agreement, please refer to Annex No. 1, which includes a description of its key terms and conditions. However, it should be noted that such terms and conditions may be subject to amendments. Annex No. 1 also included the limited assurance report and the chairman’s notification in relation to the Bookrunners Agreement.
It should be noted that the launch of the Secondary Offering is subject to obtaining all required regulatory approvals and other internal approvals of the Public Investment Fund and the Company, the completion of all preparatory steps for the Secondary Offering by the Company and the Public Investment Fund, and the prevailing market conditions at the time, noting that if the Secondary Offering is launched, the sale of shares will be off-market.
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.