Saudi Networkers Services Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Networkers Services Co is pleased to invite its shareholders to participate and vote in the Extra Ordinary General Assembly meeting (the first meeting), by means of modern technology. |
| City and Location of the General Assembly's Meeting | Company’s headquarters located in Riyadh by Means of Modern Technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-06-24 Corresponding to 1445-12-18 |
| Time of the General Assembly’s Meeting | 18:45 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre at the End of the Trading Session Preceding the Extra Ordinary General Assembly’s Meeting as per Laws and Regulations. Each shareholder has the right to discuss the topics on the agenda of the assembly and direct their inquiries. |
| Quorum for Convening the General Assembly's Meeting | In order for this assembly to be valid, a number of shareholders representing at least 50% of the capital is required. If such quorum is not available at the first meeting, a second meeting shall be held one hour after the end of the first meeting period. The second meeting shall be valid if attended by shareholders representing at least 25% of the company’s capital. |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors report for the fiscal year ending on 31/12/2023.
2. Review and discuss the Company’s consolidated financial statements for the year ended on 31/12/2023G. 3. Voting on the external auditor’s report for the fiscal year ended on 31/12/2023G. 4. Voting on releasing the members of the Board of Directors from their liability for the fiscal year ending on 31/12/2023. 5. Voting on the appointment of the company’s external auditor in accordance with the recommendation of the Audit Committee for the financial audit and review of the first half of the fiscal year 2024 ending on 30/06/2024 and the annual financial statements of the fiscal year ending on 31/ 12/2024, and determination of the external auditor fees. 6. Voting on the payment of SAR 909,000 as a remuneration to members of the Board of Directors & its committees for the fiscal year ending on 31/12/2023. 7. Voting on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis for the fiscal year 2024, following the approval of the amendment to Article No. (48) of the company's bylaws related to (Dividend Distribution) . 8. Voting on the Board of Directors’ recommendation to distribute cash dividends for the second half of 2023 amounting to SAR 14,100,000 at SAR 2.35 per share. Provided that the entitlement to dividends is for shareholders holding the shares by the end of the trading day of the Extraordinary General Assembly date, and who are registered in the Company’s shareholders registry held with the Securities Depository Centre Company (Eda’a Center) at the end of the second trading day following the entitlement date, where the distribution shall be on 07/07/2024. 9. Voting on the business and contracts conducted between the company and Al-Touq Limited Company, in which the Chairman of the Board, Mr. Abdulmohsen Ibrahim Abdulaziz Al-Touq, has an indirect interest in them. Mr. Abdulmohsen Ibrahim Abdulaziz Al-Touq serves as the Chairman of the Board in Al-Touq Limited Company. The agreement entails the provision of Consultancy services, without specific terms and benefits, for a period of one-year, automatically renewable. The value of transactions for the year 2023 amounted to 192,621 Saudi Riyals (attached). 10. Voting on the business and contracts conducted between the company and Allianz Saudi Fransi Cooperative Insurance Company, in which the Vice Chairman of the Board, Mr. Osama Mohammed Abdulaziz Alsabeg, Board Member Mr. Alwaleed Abdulrazaq Aldryaan, Board Member Mr. Adel Mohammad Mallawi, and Board Member Dr. Abdullah Al-Husseini, have an indirect interest in them. Each of them serves as a board member in Allianz Saudi Fransi Cooperative Insurance Company. The agreement is for insurance coverage of the company's equipment's, without specific terms and benefits, for a period of one-year. The value of transactions for the year 2023 amounted to 13,584 Saudi Riyals (attached). 11. Voting on the amendment of the Company’s Bylaws to be compatible with the new Companies Law & rearranging the Company’s Bylaws articles and numbering them to comply with the proposed amendments. (attached) 12. Vote on adding Article No. (14) to the company’s bylaws entitled “ Share Buy-back” (attached). 13. Vote on adding Article No. (15) to the company’s bylaws entitled “ Company’s Sale of Shares” (attached). 14. Vote on adding Article No. (16) to the company’s bylaws entitled “Forward Split or Reverse Split of Shares” (attached). 15. Voting on amending Article No. (3) of the company’s bylaws related to (Company’s purposes) (attached). 16. Voting on amending Article No. (4) of the company’s bylaws related to (Participation and Ownership in Companies ) (attached). 17. Voting on amending Article No. (5) of the company’s bylaws related to (Company’s term) (attached). 18. Voting on amending Article No. (20) of the company’s bylaws related to (Powers of the Board) (attached). 19. Voting on amending Article No. (21) of the company’s bylaws related to (Powers of the Chairman, Vice-Chairman, Managing Director, and Secretary) (attached). 20. Vote on amending Article No. (48) of the company’s bylaws related to (Distribution of Dividends) (attached). |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the matters listed on the agenda of the General Assembly and raise relevant questions, noting that Voting is free of charge to all shareholders by using the following link:
www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | All shareholders registered in Tadawulaty service will be able to vote electronically on the Extra Ordinary General Assembly’s agenda. Electronic voting will start at [1]AM on [14]/[12]/1445H (corresponding to [20]/[06]/2024G). and will last until the end of the Extra Ordinary General assembly time. Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via: [www.tadawulaty.com.sa]. |
| Method of Communication in Case of Any Enquiries | For inquiries, please contact Investor Relations department:
- Email: [[email protected]] - Phone: [00966112939595] |
| Attached Documents | |
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