Saudi Research and Media Group Announces the Results of the Ordinary General Assembly Meeting (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Saudi Research and Media Group announces the results of the extraordinary general assembly meeting (First Meeting), scheduled at 7:15 PM on Tuesday 28-12-1446H corresponding to 24-06-2025G, through modern technology means. |
| City and Location of the General Assembly's Meeting | Company Head Office at Riyadh, through modern technology means. |
| Date of the General Assembly's Meeting | 2025-06-24 Corresponding to 1446-12-28 |
| Time of the General Assembly’s Meeting | 19:15 |
| Percentage of Attending Shareholders | %85.77 |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The meeting was attended by the following members of the Board of Directors:
1- Eng. Abdulrahman Ibrahim Al-Ruwaita (Chairman)
2- Mr. Majed Abdulrahman Al-Issa (Vice Chairman)
3 - Ms. Jumana Rashid Al-Rashed (Member of the board of directors)
4- Eng. Mosa Omran Al-Omran (Member of the board of directors)
5- Mr. Adel Marzouq Al-Nasser (Member of the board of directors)
6- Dr. Turki Omar Bugshan (Member of the board of directors)
7- Dr. Adel Zaid Altoraifi (Member of the board of directors)
8- Mr. Hamad Saud Al-Omar (Member of the board of directors)
9- Mr. Mohiddin Saleh Kamel (Member of the board of directors)
10- Eng. Abduallah Jameel Taibah (Member of the board of directors)
Apologized for not being able to attend the meeting: 1- Eng. Abdullah Sulaiman Al-Rubaian (Member of the board of directors) |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | All Chairmen of committees attended the meeting as follow:
1- Eng. Abdulrahman Ibrahim Al-Ruwaita (The Chairman of the Executive Committee)
2- Dr. Turki Omar Bugshan (The Chairman of the Audit Committee)
3- - Mr. Mohiddin Saleh Kamel (On behalf of the Chairman of the Remuneration and nomination Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1- The financial statements for the fiscal year ending on 31/12/2024 were reviewed and discussed.
2- The Board of Directors’ report for the fiscal year ending on 31/12/2024 was reviewed and discussed.
3- Approval of the Company’s external auditor report for the fiscal year ending on 31/12/2024 after discussion.
4- Approval of the appointment of Ernst & Young Professional Services as the Company’s external auditor, among the nominees based on the recommendation of the Audit Committee, to review and audit the Company’s financial statements for the second, third, and annual quarters of the fiscal year 2025, and the first quarter of 2026, with total fees amounting to SAR 2,996,700 excluding VAT.
5- Approval of discharging the members of the Board of Directors from liability for the fiscal year ending on 31/12/2024.
6- Approval of disbursement of the amount of (3,385,574) SAR to members of the Board of Directors for the year ending on 31/12/2024.
7- Approval of disbursement of (763,893) SAR to sub-committees of the Board for the year ending on 31/12/2024.
8- Approval of the transaction and contracts executed between the group and Hala Printing Company, which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager, own an indirect interest. These transactions represent printing contracts, noting that the total value of these transactions amounted to SAR 17,899,773 during the year 2024, there were no due amounts as of 31 December 2024 (without any preferential conditions).
9- Approval of the transaction and contracts executed between the group and Medina Printing and Publishing Co., which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais General manager, own an indirect interest. These transactions represent a printing contract, noting that the total value of these transactions amounted to SAR 9,910,653 during 2024, there were no due amounts as of 31 December 2024 (without any preferential conditions).
10- Approval of the transactions made with Saudi Printing and Packaging Company and its subsidiaries; in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais General Manager, own an indirect interest. The group paid in advance an amount of SR 43,602,401 to be used to cover 2025 transactions.
11- Approval of the transaction and contracts executed between the Group and Argaam Commercial Investment Co. Ltd, in which the Board member Ms. Jomana R. Alrashid, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent advertorial, advertising services and subscription fees, noting that the total value of these transactions amounted to SAR 301,500 during the fiscal year 2024, while the amounts due from Argaam Commercial Investment Co. Ltd were SAR 175 as of 31 December 2024 (without any preferential conditions).
12- Approval of the transaction and contracts executed between the group and Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana R. Alrashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. These transactions represent production cost, sponsorship, advertising and other media services provided, noting that the total value of these transactions amounted to SAR 15,124,597 during the fiscal year 2024, while the amounts due from Thmanyah Co. for Publishing and Distribution were SAR 6,033,366 as of 31 December 2024. (without any preferential conditions).
13- Approval of the transactions made with Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana R. Alrashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. The group financed Thmanyah an amount of SR 15,000,000 while the amounts owed from Thmanyah Co. for Publishing and Distribution were SAR 15,000,000 as of 31 December 2024.
14- Approval of the transaction and contracts executed between the group and Al-Fahd Law Firm, in which the former Board member, Dr. Abdulaziz Al-Fahd owns a direct interest. These transactions represent legal services, noting that the total value of these transactions amounted to SAR 49,766 during the fiscal year 2024, and there were no due amounts as of 31 December 2024 (without any preferential conditions).
15- Approval of the transaction and contracts executed between the Group and Red Sea Films Foundation, in which the Board member Ms. Jomana R. Alrashid, owns an indirect interest. These transactions represent Sponsorship and media services provided in a form of barter deal between the two parties, noting that the total value of these transactions amounted to SAR 3,000,000 during the fiscal year 2024, and there were no due amounts as of 31 December 2024 (without any preferential conditions).
16- Approval of the transaction and contracts executed between the Group and MBC FZ LLC which is one of the subsidiaries of MBC Group, in which the Chairman of Board of Directors Eng. Abdulrahman Ibrahim Alrowaita, and Board member Eng. Moussa Omran Al-Omran each own an indirect interest. These transactions represent Program production and media services provided between the two parties, noting that the total value of these transactions amounted to SAR 3,750,000 during the fiscal year 2024, while the amounts due from MBC FZ LLC were SAR 4,312,500 as of 31 December 2024. (without any preferential conditions).
17- Approval of the participation of Eng. Abdulrahman Ibrahim Alrowaita (Non-executive) in a competing similar business with the group.
18- Approval of the participation of Eng. Moussa Omran Al-Omran (Non-executive) in a competing similar business with the group. |
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