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

Thursday 3 June 2021

ELEMENT LIST

EXPLANATION

Introduction

The Board of Directors of Mobile Telecommunications Company Saudi Arabia (Zain KSA) is pleased to announce the results of the Ordinary General Assembly meeting that was held after realizing the required quorum.

City and Location of the General Assembly's Meeting

The General Assembly was hosted in the Company’s headquarters in Riyadh city, and shareholders attended via modern technology means in line with the precautionary measures initiated by the relevant authorities to limit the spread of the emerging Coronavirus (COVID-19).

Date of the General Assembly's Meeting

2021-06-02 Corresponding to 1442-10-21

Time of the General Assembly's Meeting

19:00

Percentage of Attending Shareholders

51.41

Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees

The following members of the Board of Directors attended the meeting:

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

2. Raied Bin Ali Al Saif

3. Saud Bin Abdullah Al-Bawardi

4. Hisham Bin Mohammed Attar

5. Bader Bin Nasser Al-Kharafi

6. Ossama Michael Matta

7. Kamil Hilali

8. Firas Oggar

The following members of the Board of Directors did not attend the meeting

1. Martial Caratti

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf

1- Raied Bin Ali Al Saif (Chairman of the Audit Committee)

2- Hisham Bin Mohammed Attar (Chairman of the Nomination and Remuneration Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's

1. Approved the Board of Directors’ report for the fiscal year ending on 31 December 2020.

2. Approved the External Auditor’s report for the fiscal year ending on 31 December 2020.

3. Approved the financial statements for the fiscal year ending on 31 December 2020.

4. Approved the transactions and contracts concluded between the Company and Arabian Shield for Cooperative Insurance in which the Chairman: Prince Nayef bin Sultan bin Mohammed bin Saud Alkabeer and Board Member Mr. Raed Ali Alseif have indirect interest, The transaction represents Insurance Services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 19,000 during the fiscal year 2020.

5. Approved the transactions and contracts concluded between the Company and Almarai Company in which the Chairman: Prince Nayef bin Sultan bin Mohammed bin Saud Alkabeer has indirect interest. The transaction represents Telecom services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 4,841,000 during the fiscal year 2020.

6. Approved the transactions and contracts concluded between Zain KSA and Archiving and Warehousing Storage Solutions Company, where the Chairman Prince: Naif bin Sultan bin Mohammed bin Saud Al Kabeer has indirect interest. For the provision of Archiving Services contract based on common commercial terms, and without any preferable conditions, for annual amount of SAR 917,000. The contract terminated on June 30, 2019.

7. Approved the transactions and contracts concluded between the Company and Al Yamamah Cement Company in which the Chairman: Prince Nayef bin Sultan bin Mohammed bin Saud Alkabeer has indirect interest. The transaction represents Telecom services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 878,000 during the fiscal year 2020.

8. Approved discharge the Board of Directors against their work during the fiscal year ending 31 December 2020.

9. Approved amending the regulations of the Remuneration and Nomination committee Charter.

10. Approved the payment of SR 3,675,000 to board member as remuneration for the fiscal year ending 31 December 2020.

11. Approved the Board of Directors resolution to appoint Mr. Kamil Hilali as member of the board (Non - Executive board member) to the Board of Directors starting from December 07, 2020 to complete the Board’s term until the end of the current term on 25/04/2022, succeeding the former member Mr. Scott Marc Gegenheimer (Non - Executive board member).

12. Approved delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.

13. Approved the appointment and fees of Dr. Mohamed Al-Amri & Co.(BDO) as the External Auditor, amongst the list of nominees, to review and audit the company’s financial statements for the second, third and fourth quarter and annual financial statements of fiscal year 2021, in addition to the first quarter of fiscal year 2022.

Attached Documents

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