Saudi Research and Marketing Group announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting By means of modern technology
|Introduction||The Board of Directors of Saudi Research and Marketing Group is pleased to invite its shareholders to attend the Extraordinary General Assembly Meeting in the Group’s office in Riyadh scheduled to be held at 10:30PM, on Thursday 17/09/1442H (corresponding 29/04/2021) through one of the modern technology means and by using Tadawulaty. This is to ensure the safety of dealers in the Capital market, and as an extension of the continuous efforts exerted by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent the spread of the Corona virus. (Covid-19).|
|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||2021-04-29 Corresponding to 1442-09-17|
|Time of the General Assembly's Meeting||22:30|
|Attendance Eligibility||We would like to draw the attention of the shareholders that each shareholder who is registered in the Company's shareholders at the Securities Depository Center (Depository Center) at the end of the trading session preceding the general assembly meeting register electronic attendance and vote using Tadawulaty in the assembly meeting as per laws and regulations.|
|Quorum for Convening the General Assembly's Meeting||The Extraordinary General Assembly Meeting shall be valid only if attended by A number of shareholders representing at least half of the Share Capital by originality or agency. 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 this meeting will be valid if attended by shareholders representing at least one quarter of the Share Capital.|
|General Assembly Meeting Agenda||1. Voting on the Board of Directors’ report for the fiscal year ending on 31/12/2020.
2. Voting on the auditor report on the Company’s accounts for the fiscal year ending on31/12/2020.
3. Voting on the financial statements for the fiscal year ending on 31/12/2020.
4. Voting on the discharge of the board members for the fiscal year ending on 31/12/2020.
5. Voting on appointing an External auditor for the Company from among the candidates nominated, based on a recommendation from the Committee's recommendation, in order to examine, review and audit the financial statements for the second and third and fourth quarters, and the Annual fiscal year of 2021, in addition to the first quarter of the first quarter of 2022, and to determine the auditor’s fees.
6. Voting on amending article No. (2) of the Company’s article of association, concerning the name of the Company (Attached).
7. Voting for election of the Board members from among the candidates for the next term, commencing from 21-05-2021 for a term of three years, ending on 20-05-2024 (Candidates' CVs attached).
8. Voting on the formation of the Audit Committee and the definition of its duties, work regulations and remuneration of its members for the upcoming term starting on 21-05-2021 and ending on 20-05-2024. The following are the names of the candidates, (whose CVs are attached):
1. Dr. Turki Omar Bugshan.
2. Mr. Majid Abdulrhman Alissa.
3. Mr. Hamad Saud Alomar.
9. Voting on paying an amount of (2,400,000) riyals as remuneration to the Board members for the fiscal year ending on 31/12/2020.
10. Voting on paying an amount of (952,500) riyals as remuneration to board committees’ members for the fiscal year ending on 31/12/2020.
11. Voting on the transaction and contracts executed between the Group and Hala Printing Company, a subsidiary of Saudi Printing and Packaging Company; in which the Board members, Mr. Adel bin Marzouk Al-Nasser, Mr. Majed bin Abdulrahman Al-Issa and Dr. Turki bin Omar Saleh Al-Buqshan, own an indirect interest. Those transactions represent printing contracts, noting that the total value of those transactions amounted to SR (4,207,705) during the year 2020, while the due balance amounts to SR (1,776,764) as at 31st of December 2020. (without preferential conditions) (attached).
12. Voting on the transaction and contracts executed between the Group and Medina Printing and Publishing Co., a subsidiary of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel bin Marzouk Al-Nasser, Mr. Majed bin Abdulrahman Al-Issa and Dr. Turki bin Omar Saleh Al-Buqshan, own an indirect interest. Those transactions represent a printing contract, noting that the total value of those transactions amounted to SR (13,618,062) during 2020, while the due balance amounts to SR (5,346,743) as at 31st of December 2020. (without preferential conditions) (attached).
13. Voting on the transaction contracts executed between the Group and Al Madarat Advertising Company and its subsidiaries, in which the Board member, Mr. Abdulrahman bin Hamad Abdullah Al Rashed owns a direct interest. Those transactions represent media services in return for the production of (160) films, noting that the total value of those transactions amounted to SR (29,188,569) during the fiscal year 2020, while the due balance amounts to SR (11,399,851) as at 31st December 2020. (without preferential conditions) (attached).
14. Voting 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. Those transactions represent legal services, noting that the total value of those transactions amounted to SR (1,553,062) during the fiscal year 2020, and there was no due balance as at 31st of December 2020. (without preferential conditions) (attached).
|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 13/09/1442H corresponding to 29/04/2021G, 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 extraordinary general assembly at 10:30 pm until 11:00 pm on Thursday 09/17/1442 AH corresponding to 04/29/2021 AD via email: e-general.assembly @ srmg.com
for any other inquiries, please contact us via e-mail. ([email protected])
The Capital Market Authority and the Saudi Stock 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.