Mobile Telecommunication Company Saudi Arabia (Zain) (the “Company”)Invites its Shareholders to Attend the Ordinary General Assembly Meeting ( First Meeting )

Tuesday 12 May 2020
ELEMENT LIST EXPLANATION
Introduction The Board of Directors of Mobile Telecommunication Saudi Company (“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 11/10/1441H (based on Umm Ul Qura calendar) corresponding to 03 June 2020G at 8:30 p.m. and shall be held via modern technology means through the Tadawulaty system, in line with the precautionary measures initiated by the relevant authorities to limit the spread of the emerging Coronavirus (COVID-19), and pursuant to the circular issued by the Board of the Capital Market Authority (CMA) dated 21/7/1441 H (corresponding to 16 March 2020G) regarding the suspension of conducting general assembly meetings by physical attendance until further notice, and to conduct such meetings remotely through modern technology means
City and Location of the General Assembly's Meeting At the Company’s Headquarter in Riyadh
URL for the Meeting Location https://maps.app.goo.gl/GAbyn82SpaUTwDL46
Date of the General Assembly's Meeting 2020-06-03 Corresponding to 1441-10-11
Time of the General Assembly's Meeting 20:30:00
Attendance Eligibility Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the Meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting As per Zain KSA 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 2019G.


2. Vote on the External Auditor’s report for the fiscal year ending on 31 December 2019G.


3. Vote on the financial statements for the fiscal year ending on 31 December 2019G.


4. 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 2020G, in addition to the first quarter of fiscal year 2021G.


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, and approve it for the following year. The transaction represents telecommunication services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 2,886,332 during the fiscal year 2019G. (Attached)


6. Vote on the transactions and contracts concluded between Zain KSA and Archiving and Warehousing Storage Solutions Company, a subsidiary of Tojory Company, where the Chairman Prince: Naif bin Sultan bin Mohammed bin Saud Al Kabeer has an indirect interest. For the provision of archiving and storing services for annual amount of SAR 916,798. The contract terminated on June 30, 2019 d (attached)


7. 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, and approve it for the following year. The transaction represents services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 531,981 during the fiscal year 2019G. (Attached)


8. 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, and approve it for the following year. The transaction represents telecommunication services contract based on common commercial terms, and without any preferable conditions, with a total amount of SR 539,423 during the fiscal year 2019G. (Attached)


9. Vote to discharge the Board of Directors against their work during the fiscal year ending 31 December 2019G.


10. Vote on the payment of total SR 3,675,000 to board and committee’s members collectively as remuneration for the fiscal year ending 31 December 2019G.

 
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 08/10/1441H (based on Umm Ul Qura calendar) corresponding to 31 May 2020G, at 10:00 AM, and will continue until the end of the Assembly.
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 at the end of the assembly.
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

 

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