Introduction

The Board of Directors of Mobile Telecommunication Company Saudi Arabia (“Zain KSA” or “Company”) is pleased to invite its valuable shareholders to attend its ordinary general assembly meeting (first meeting) which will convene on Wednesday 21/10/1442H (based on Umm Ul Qura calendar) corresponding to 02 June 2021G at 7:00 p.m. and shall be held via modern technology means through the Tadawulaty system,). This is to ensure the safety of the shareholders and in the context of supporting the preventive and precautionary efforts and measures exerted by the health authorities to address the emerging Corona Virus (COVID-19), and as an extension of the 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

At the Company’s Headquarter in Riyadh (using Tadawulaty system only)

URL for the Meeting Location

http://www.tadawulaty.com.sa/

Date of the General Assembly's Meeting

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

Time of the General Assembly's Meeting

19:00

Attendance Eligibility

Each shareholder who is registered in the company’s shareholders ’register at "Edaa" Center at the end of the trading session preceding the Assembly’s meeting as per Laws and Regulations

Quorum for Convening the General Assembly's Meeting

As per the company’s Bylaws, the ordinary general assembly meeting shall be valid only if one or more shareholders representing at least one quarter of the ordinary shares are in attendance. If the required quorum is not achieved, a second meeting shall be held one hour after the expiration of the designated period for convening the first meeting. The second meeting shall be valid regardless of the number of ordinary shares represented therein in line with Article (33) of the Company’s Bylaws.

General Assembly Meeting Agenda

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

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

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

4. Vote on 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 2020G. (Attached)

5. Vote on 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 2020G. (Attached)

6. Vote on 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 d (attached)

7. Vote on 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 2020G. (Attached)

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

9. Voting on amending the regulations of the Remuneration and Nomination committee Charter. (Attached)

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

11. Vote on the Board of Directors resolution to appoint the 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). (attached)

12. Voting on delegating to the Board of Directors the authorisation 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. Vote on the appointment of the External Auditor and determination of its fees amongst the list of nominees, as recommended by the audit committee, to review and audit the company’s financial statements for the second, third and fourth quarter and annual financial statements of fiscal year 2021G, in addition to the first quarter of fiscal year 2022G.

Proxy Form

click here

E-Vote

Shareholders registered in the Tadawulaty system may vote electronically on the general assembly meeting’s agenda through Tadawulaty’s website www.tadawulaty.com.sa. Voting and registration in the Tadawulaty system are provided free of charge to all shareholders. Electronic voting will start on Sunday 18/10/1442H (based on Umm Ul Qura calendar) corresponding to 30 May 2021G, at 10:00 AM, and will continue until the end of the Assembly time.

Eligibility for Attendance Registration and Voting

Eligibility for Registering to attend the meeting ends upon the convenience of the meeting. Eligibility for Voting on the agenda ends when the counting committee concludes counting the votes.

Method of Communication

Shareholders questions on this meeting’s agenda items can be received through the Investors Relations Department via direct call: +966-592448888 or be E-mailed to investor.relations@sa.zain.com starting from the time of this announcement; questions will then be addressed during the meeting.

Attached Documents

  click here and here