Saudi Research and Media Group announces to Invites its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting By means of modern technology
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| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | The Board of Directors of Saudi Research and Media Group is pleased to invite its shareholders to attend the ordinary General Assembly Meeting in the Group’s office in Riyadh scheduled to be held at 6:30 PM, on Thursday 18/10/1443H (corresponding 19/05/2022) through the modern technology means. |
| City and Location of the General Assembly's Meeting | In the Group’s office in Riyadh through modern technology means |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly's Meeting | 2022-05-19 Corresponding to 1443-10-18 |
| Time of the General Assembly's Meeting | 18:30 |
| Attendance Eligibility | Each shareholder who is registered in the Company's shareholders at the Securities Depository Center at the end of the trading session preceding the general assembly meeting has the right to attend the assembly meeting
as per laws and regulations. |
| Quorum for Convening the General Assembly's Meeting | The ordinary General Assembly Meeting shall be valid only if attended by A number of shareholders representing at least one quarter of the Share Capital. And In case of non-completion of the Quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and the second meeting will be valid whatever the number of shares represented in it. |
| General Assembly Meeting Agenda | 1. To vote on the Board of Directors’ report for the fiscal year ending on31/12/2021.
2. To vote on the Company’s auditor’s report for the fiscal year ending on 31/12/2021. 3. To vote on the Consolidated Financial Statements for the Company for the year ending on 31/12/2021. 4. To vote on absolving the Board members for all of their actions during the fiscal year ending on 31/12/2021. 5.To vote on appointing an auditor for the Company from amongst the candidates, based on a recommendation from the Audit Committee, in order to examine, review and audit the financial statements for the second and third quarters, and for the fiscal year of 2022, along with the first quarter of 2023, and to determine the auditor’s fees. 6. To vote on paying the amount of (2,800,000)SAR to members of the Board of Directors for the year ending on 31/12/2021. 7. To vote on paying the amount of (970,000) SAR to sub-committees of the Board for the year ending on 31/12/2021. 8. To vote on 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 bin Marzouk Al-Nasser, and Dr. Turki bin Omar Saleh Buqshan, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent printing contracts, noting that the total value of these transactions amounted to SR (12,381,447) during the year 2021, while the due amounts were SR (2,839,064) as at 31st of December 2021. (Without preferential conditions) (attached). 9. To vote on 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 bin Marzouk Al-Nasser and Dr. Turki bin Omar Saleh Buqshan, and Mr. Mohammed Nazer, Chief Financial Officer of the Group own an indirect interest. These transactions represent a printing contract, noting that the total value of these transactions amounted to SR (10,315,231) during 2021, while the due amounts were SR (2,913,594) as at 31st of December 2021. (Without preferential conditions) (attached). 10. To vote on the transaction contracts executed between the Group and (Al Madarat Advertising Company and its subsidiary company) O R Media, in which the Board member, Mr. Abdulrahman bin Hamad Abdullah Al Rashed owns a direct interest. for media and advertising services, with a total contractual value of SAR 7,763,444. The volume of these transactions is represented in the services provided to the Group starting from 1 January 2021, until 20 May 2021 (the expiry date of his membership on the Board of Directors) (without any preferential conditions). (attached). 11. To vote on the transaction and contracts executed between the Group and Al-Fahd Law Firm, in which the Board member, Dr. Abdul Aziz Al Fahd owns a direct interest. These transactions represent legal services, noting that the total value of these transactions amounted to SR (1,540,500) during the fiscal year 2021, and there was no due balance as at 31st of December 2021. (Without preferential conditions) (attached). 12. To vote on the transaction and contracts executed between the Group and Argaam Commercial Investment Co., in which the Board member Ms. Jomana Rashed AlRashid, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent advertising contracts in addition to other services related to shareholders’ relationship management, noting that the total value of these transactions amounted to SAR 2,816,552 during the fiscal year 2021, while the due amounts were SAR 428,652 as of 31 December 2021 (without any preferential conditions). (attached). 13. To vote stop transferring (10%) from net profits to statutory reserves starting from the financial results for the period ended 31 March 2022 as the statutory reserves reached (36.7%) of the Group’s capital as at 31 December 2021. 14.To vote to increase professional fees payable to the Company’s auditors (KPMG) by SAR 150,000 based on a recommendation from the Audit Committee and in relation to the provision of additional audit services for a Group subsidiaries. |
| Proxy Form |  |
| E-Vote | The shareholders who are registered in Tadawulaty will be able to remotely vote on the agenda of the Assembly starting at 10:00AM on Sunday 14/10/1443H corresponding to 15/05/2022G, until the Assembly meeting ended. registration and voting in Tadawulaty services are provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa) |
| Eligibility for Attendance Registration and Voting | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. |
| Method of Communication | The questions and inquiries of the shareholders related to the agenda of the assembly will be received starting from the beginning of the ordinary general assembly at6:30 pm until 70:00 pm on Thursday 18/10/1443AH corresponding to 19/05/2022 AD
via email: e-general.assembly @srmg.com for any other inquiries, please contact us via e-mail: ([email protected]) Or contact us via phone: (0112128000) Ext. (5549) |
| Attached Documents | |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.