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Mobile Telecommunication Company Saudi Arabia (Zain) invites its shareholders to attend the Ordinary General Assembly Meeting on 18 April 2019 (First Meeting) (Reminder Announcement)

ZAIN KSA 7030 0.14% 13.82 0.02
Element List Explanation
Introduction Mobile Telecommunications Company Saudi Arabia (Zain) Board of Directors is pleased to invite its shareholders to attend the Ordinary General Meeting (OGM) that will be held on 18 April 2019 at 20:30
City and Location of the General Meeting Media Center of Tadawul, King Fahd Road, Taunia Towers (Northern Tower), Riyadh
Hyperlink of the meeting location https://goo.gl/maps/5dSCTTc9cCJ2
Date of the General Meeting 2019-04-18 Corresponding to 1440-08-13
Time of the General Meeting 20:30
shareholding Eligibility to attend general assembly meeting Shareholders registered in the Company's register at the Securities Depository Center Company (Edaa) at the end of the trading session preceding the OGM shall be entitled to attend the meeting in accordance with policies and regulations.

Noting that the right to attend the Ordinary General Meeting ends before the beginning of the meeting, and the right to vote ends once the voting sorts has concluded.

Shareholders also have the right to delegate another person to attend by virtue of a written proxy, provided that it is not a member of the Board of Directors or an employee of the Company, and shall be certified by:

Chambers of Commerce and Industry when the shareholder is affiliated with one of them or if the shareholder is a company or legal entity.

One of the licensed banks or authorized persons in the Kingdom, provided that the shareholder has an account with the bank or the authorized person who is ratifying.

Notaries or persons authorized to notarize.

Shareholder or their proxy shall provide a copy of the power of attorney at least two days prior to the date of the OGM and send to the address shown below, the proxy needs to present the original of the power of attorney at the before the OGM. All shareholders and proxys must bring thier national identity.

Quorum as percentage of shareholding The OGM shall be valid if attended by shareholders representing at least one quarter of the company’s share capital. If the quorum was not reached, the second meeting shall be held one hour after the end of the time set for the first meeting, and the second meeting shall be quorate irrespective of the number of shares represented.
General Meeting Agenda 1- Vote on the Board of Directors report for the financial year ended 31/12/2018.

2- Vote on the auditor’s report for the financial year ended 31/12/2018.

3- Vote on the financial statements for the financial year ended 31/12/2018.

4- Vote on electing the members of the Board of Directors for the next term, beginning on 26/04/2019 for a period of three years ending on 25/04/2022. (CVs attached)

5- Vote on appointing an external auditor for the Company among the nominees based on the recommendation of the Audit Committee, to review and audit the Company annual and quarterly financial statements from the second, third, fourth and annual of the year 2019 and the first quarter of the 2020 and determine their fees.

6- Vote on the service contract between Zain KSA and Almarai Company where HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer, Chairman of Zain KSA has an indirect interest as he is a member of the Board of Directors of Almarai Company. For telecommunication services that reached a total value of SAR 2,718,295 during 2018, and to authorize it for the coming year, according to prevailing market commercial terms, without preferred conditions. (attached)

7- Vote on the service contract between Zain KSA and Archiving and Warehousing Storage Solutions Company, a subsidiary of Tojory Company, where HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer, Chairman of Zain KSA has an indirect interest as he is a member of the Board of Directors of Tijory. For archiving and warehousing services that took place in 29/07/2015. That reached a total value of SAR 916,000 during 2018, and to authorize it for the coming year. (attached)

8- Vote on releasing the Board of Directors members from their liability for the financial year ending 31/12/2018.

9- Vote on a total remuneration of SAR 3,675,000 for the members of the Board of Directors and its committees for the financial year ended 31/12/2018, each Board member shall receive an amount of SR 375,000 and each committee member shall receive an amount of SAR 50,000.

10- Voting on the Board of Directors' Decision Appointment of Mr. Martial Antoine Caratti as a member of the Board of Directors (non-executive member) representing Al-Nahar Economic Consulting Company LLC, from 09/12/2018 until the end of the current session of the Board. Replacing Mr. Thamer Ahmed Obeidat (Non-executive) member of Al-Nahar Economic Consulting Company LLC. (CV attached)

11- Voting on the formation of the Audit Committee for the new term beginning on 26/04/2019 for a period of three years ending on 25/04/2022 and on its role, responsibilities, processes and the remuneration of its members. They are:

• Mr. Raied Bin Ali Al Saif (CV attached)

• Mr. Ossama Michael Matta (CV attached)

• Mr. Martial Antoine Caratti (CV attached)

proxy details form
E-Vote Shareholders registered in the Tadawulaty Voting Services will be able to vote on the company's agenda starting at 10:00 on Wednesday, 14-04-2019 and until 16:00 on the day of the OGM. Registration and voting through Tadawulaty is available for free to all shareholders using the following link: www.tadawulaty.com.sa
Additional Information To send the proxy or any further inquiries please contact:

Investor Relations Department

Mobile Telecommunications Company Saudi Arabia (Zain)

P.O. Box 295814 Riyadh, 11351

Tel: +966-592448888

Fax: +966-11-4612441

Email: [email protected]

Attached Documents   
Zain KSA Ordinary General Meeting agenda

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