| Element List | Explanation |
|---|---|
| Introduction | STC Board of Directors is delighted to announce to its esteemed Shareholders the results of the Extraordinary General Assembly meeting (First Meeting) |
| City and Location of the General Meeting | STC HQ, Riyadh, Building 41, Northern Gate No.3, Imam Saud Bin Abdul Aziz Road, Al Mursalat district. |
| Date of the General Meeting | 2019-04-24 Corresponding to 1440-08-19 |
| Time of the General Meeting | 19:00 |
| Percentage of Attending Shareholders | 85.33 % |
| Voting Results on the Agenda | 1. Approve the Board of Directors’ Report for the fiscal year ending on 31/12/2018. |
2. Approve the auditor’s report for the fiscal year ending on 31/12/2018.
3. Approve the Company's consolidated financial statements for the fiscal year ending on 31/12/2018.
4. Approve appointing Ernst & Young & Co. (Certified Public Accountants) , as nominated by the Audit Committee between other nominees, to be the external auditor for the company, to provide Zakat and Tax services and to review and audit the company’s financial statements for the 2nd, 3rd, and 4thquarters of 2019, the annual financial statements of 2019, the financial statements of the 1st, 2nd, 3rd and 4th quarters of 2020, the annual financial statements of 2020, and the financial statements of the 1st quarter 2021, as well as determining the Auditor fees.
5. Approve the Company’s dividends distribution policy for the next three years, starting from the 4th quarter of 2018.
6. Approve the Recommendation of the Board of Directors of an additional one-time dividends distribution for the year 2018 with an amount of 4,000 million Saudi Riyals, representing 2 Saudi Riyals per share. The eligibility of dividends shall be for all shareholders registered in the register of the Securities Depository Center (Edaa) at the end of the second trading day following the day of the General Assembly Meeting. Dividends distribution for 2,000 million eligible shares shall be in 16/5/2019, as previously announced.
7. Approve the amendment of Article (16) Paragraph (b) of the Articles of Association of the Company, related to Bonds and Sukuk, so it would be: “The Company may; through a Resolution from the Board of Directors; and in accordance with the Capital Market Law and other related rules and regulations, issue any type of tradable debt instruments, such as Bonds and Sukuk, whether in Saudi Riyals or in any other currency, and either inside or outside the Kingdom of Saudi Arabia, and whether such instruments have been issued at the same time or through a series of issues, or through one or more programs established by the Board of Directors from time to time. All of which shall be executed on the times and at the amounts and in accordance with the conditions specified by the Board of Directors, which is entitled to take all necessary actions and procedures in this regard.
8. Approve the amendment of Article (29), Paragraph (2) of the Articles of Association of the Company, related to the invitation for convening the General Assembly, the period to be for at least 21 days.
9. Approve the amendment of Article (40) of the Articles of Association of the Company, related to the submission of sufficient copies of the adequacy of the Company's Internal Control System report to the shareholders, to be at the Company's Head Quarter, at the disposal of the shareholders, at least 21 days before the date of the General Assembly meeting date.
10. Approve the amendment of Article (44), Paragraph (2) of the Articles of Association of the Company, related to the submission of sufficient copies of the Company's financial statements and a report on its activities and its financial position for the previous year, to be at the Company's Head Quarter, at the disposal of the shareholders, at least 21 days before the date of the General Assembly meeting date.
11. Approve the amendment of the Nomination and Remuneration policy of the Board of Directors, and the remuneration of Board committees and the Executive Management.
12. Approve the amendment of the Nomination and Remuneration Committee charter.
13. Approve the amendment of the Charter of the Audit Committee, its functions and work rules, and the remuneration of its members of 150,000 Saudi Riyals per member per annum, as well as an attendance allowance of 5,000 Saudi Riyals per meeting.
14. Approve the remuneration and compensation paid to the members of the Board of Directors for their membership as included in the report of the Board of Directors for the period starting on 1 January 2018 and ending on 31 December 2018.
15. Approve establishing an international securities (Sukuk) program by the Company and issuing Sukuk under the program, either directly or through creating an offshore special purpose vehicle to issue primary or secondary securities (Sukuk) in one or more tranches or through one issue or a series of issues for an amount not exceeding (USD 5,000,000,000) five billion US dollars. The total value of the issue or parts of it as per the Sukuk program, referred above, to be issued at any time, and at the amounts, timings, periods, conditions and other details in accordance with the approval of the Board of Directors from time to time. The Board of Directors may undertake all necessary actions and procedures to establish the Program and issue Sukuk. Also Vote on granting the Board of Directors the right to delegate any or parts of their above authorities to any person or persons or give them the right to delegate others.
1. HRH Prince Mohammed K. A. Al-Faisal. (Chairman).
2. Dr. Khaled H. Biyari (Vice-Chairman).
3. Mr. Mohammed T. Alnahhas.
4. Mr. Rashid Ibrahim Sharif.
5. Dr. Ibrahim A. Kadi (Audit Committee Chairman).
6. Mr. Osama Y. Alkhiary (Nomination and Remuneration Committee Chairman).
7. Mr. Ahmed M. Alomran.
The following members of the Board apologized for not attending the Assembly due to travel or prior commitments:
1. Mr. Sanjay Kapoor.
2. Mr. Roy Chestnutt.
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.