| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Zain KSA is pleased to announce the results of the Ordinary General Assembly meeting that was held after realizing the required quorum. |
| City and Location of the General Assembly's Meeting | At the Company’s Headquarter in Riyadh, via modern technology means. |
| Date of the General Assembly's Meeting | 2025-04-24 Corresponding to 1446-10-26 |
| Time of the General Assembly’s Meeting | 19:00 |
| Percentage of Attending Shareholders | 58.45% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The Following Board Members attended the Meeting: 1. HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. 2. Bader Al Kharafi. 3. Ossama Matta. 4. Saud Al Bawardi. 5. Kamil Hilali. 6. Abdullah Al Faris. 7-Talal Al Mamari. 8-Nawaf Al Gharabally. The Board Member Saad Al Moussa was absent from the Ordinary General Assembly meeting. |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | 1- Talal Al Mamari (Chairman of the Audit Committee). 2- Abdullah Al Faris (Chairman of Nomination and Remuneration Committee). |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1- Approved of the election of members of the board of directors from among the candidates for the next term, which starts on 26-04-2025 and lasts for 4 years, ending on 25-04-2029, They are: 1- Saud Al Juhani (Non-Executive) 2- Bader Al Kharafi (Non-Executive) 3- Talal Al Mamari (Non-Executive) 4- Kamil Hilali (Non-Executive) 5- Nawaf Al Gharabally (Non-Executive) 6- Ossama Matta (Non-Executive) 7- Abdullah Al Faris (Independent) 8- Zeyad Al Hazmi (Independent) 9- Umar Al Mahmoud (Independent) 2- The Board of Director’s report for the fiscal year ending on 31/12/2024, was reviewed and discussed. 3-The financial statements for the fiscal year ending on 31/12/2024, was reviewed and discussed. 4- Approved External Auditor Report for the fiscal year ended on 31/12/2024, after discussing it. 5- Approved the appointment of an External Auditor for the Company KPMG Professional Services based on the recommendation of the Audit Committee to review and audit financial statements of the second quarter, third quarter and the annual of the fiscal year 2025, in addition to first quarter of 2026, and determine its fees amounting to 5,226,000 SAR, excluding VAT. 6- Approved on the Board of Directors Resolution to appoint Mr. Nawaf Hisham Al Gharabally as a Non- Executive Board Member to the Board of Directors, starting from date of his appointment on 22-12-2024 until end of the current term of the Board of Directors on 25-04-2025 in the Vacant Seat in the Board of Directors. 7-Approved the discharge of Board of Directors members for the fiscal year ended on 31/12/2024. 8- Approved the disbursement of (4,500,000) SAR as remuneration to the Board members for the fiscal year ended on 31/12/2024. 9- Approved the delegating the Ordinary General Assembly’s authorization mentioned in Paragraph (1) from Article (27) of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the term of the delegated Board, whichever is earlier, pursuant to the terms mentioned in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 10-Approved the recommendation of the Board of Directors to distribute cash dividends to the shareholders for the fiscal year ending 31/12/2024, amounting to (449,365,000) SAR at (0.5) SAR per share representing (5%) of the nominal value per share. The eligibility of Cash dividends will be to shareholders who own the company shares by the end of the trading day of the General Assembly of the company and who are registered in the Company's shareholders record at Securities Depository Center Company (Edaa) at the end of the second trading day following the eligibility date. The dividend distribution will start on Thursday 17/11/1446 AH, corresponding to 15/05/ 2025. 11-Approved the business and contracts concluded between the company and Zain group K.S.C.P in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Former Board Member), Mr. Kamil Hilali (Board Member), Mr. Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). which are administrative fees, and Branding Fee. noting that the transactions amounted to (170,000,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. 12-Approved the business and contracts concluded between the company and and Zain group K.S.C.P Subsidiaries, in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Former Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). which are Telecom Services (interconnect/roaming), noting that the provided transactions amounted to (42,507,000) SAR, and received transactions amounted to (90,342,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. 13-Approved the business and contracts concluded between the company and Hulool ZainTECH for Information Technology. in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Martial Caratti (Former Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). which are Licensing fees. noting that the transactions amounted to (2,225,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. 14-Approved the business and contracts that will take place between the company and Hulool ZainTECH for Information Technology in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). which is a leasing contract. noting that the transactions amounted to (5,900,000) SAR and it will start in 2025. And there is no Preferential terms for this contract. 15-Approved the business and contracts that will take place between the company and Hulool ZainTECH for Information Technology in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). It consists of providing a technical and information services, worth (87,377,000) SAR, and to be implemented in 2025. And there is no Preferential terms for this contract. 16-Approved the business and contracts that will take place between the company and Zain Omantel International ZOI in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). It consists of purchase contracts, worth (79,670,000) SAR, in fiscal year 2025. And there is no Preferential terms for this contract. 17-Approved the business and contracts that will take place between the company and Zain Global Communications Co. SPC in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). It consists of Providing technical and information services, worth (1,204,000) SAR, to be implemented in 2025. And there is no Preferential terms for this contract. 18-Approved the business and contracts that will take place between the company and FOO Holding Sal. in which the members of the Board of Directors have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice chairman), Mr. Osama Matta (Board Member), Mr. Kamil Hilali (Board Member), Mr.Talal Al Mamari (Board Member), and Mr. Nawaf Hisham Al Gharabally (Board Member). It consists of purchase contracts, worth (1,758,000) SAR, to be implemented in 2025. And there is no Preferential terms for this contract. 19-Approved the business and contracts concluded between the company and Al Marai company, in which the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which are Telecom Services (interconnect/roaming), noting that the transactions amounted to (5,150,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. 20-Approved the business and contracts concluded between the company and Yamama Cement company, in which the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is Telecom Services(interconnect/roaming), noting that the transactions amounted to (2,081,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. 21-Approved the business and contracts concluded between the company and Golden Lattice company, in which the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is the Towers sale transaction, noting that the transactions amounted to (3,026,000,000) SAR for the fiscal year 2023. And there is no Preferential terms for this contract. 22-Approved the business and contracts concluded between the company and Golden Lattice company, in which the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is Towers rental and operating expenses, noting that the transactions amounted to (510,589,000) SAR for the fiscal year 2023. And there is no Preferential terms for this contract. 23-Approved the business and contracts concluded between the company and Golden Lattice company, in which the Chairman of the Board of Directors has an indirect interest: HH Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer. which is Towers rental and operating expenses, noting that the transactions amounted to (815,867,000) SAR for the fiscal year 2024. And there is no Preferential terms for this contract. |
| Additional Information | The Board of Directors of the Zain KSA would like to thank the shareholders for their participation in the Ordinary General Assembly meeting (first meeting). In the event of any inquiries, we hope to contact our Investor Relations Department Email: investor.relations@sa.zain.com |
