العربية
stc
Annual Report
Board committee meetings

Dates of the shareholders’ General

General Assembly meetings

held during the financial

year 2022, and the names

اof the present board

members

dates

First: The Ordinary General
Assembly on 21/02/2022:

The Ordinary General Assembly’s meeting held remotely through modern technology via Tadawulaty services on 21/02/2022. The meeting’s results were published on Tadawul’s website on 23/02/2022. Voting results in the General Assembly’s agenda were as follows:

1

Approve appointing the auditor Ernst & Young & Partners (EY) as auditor of stc from the selected candidates based on the Audit Committee's recommendation. The appointed auditor shall examine, review and audit the (second and third) quarters and annual financial statements of the fiscal year 2022, and the first quarter of the fiscal year 2023. In addition to, the determination of the auditor's remuneration.

2

Approve amending the Audit Committee Charter.

3

Approve the business and contracts between stc and Wala’a Cooperative Insurance Co. (Walaa), in which Mr. Jameel A. Al-Mulhem, has an indirect interest being a Member of the Boards of Directors of stc and Walaa. The disclosed indirect interest is regarding the agreement with Walaa, which includes signing a supplementary contract to provide stc with insurance coverage for six years starting 10-12-2021 for an amount of SAR 19.3 million. The signed supplementary contract was part of the ordinary businesses that have offered no preferential advantages.

Below are the names of the members who
attended the Assembly’s meeting:

#

Name

Attendance

1

HRH Prince Mohammed bin Khaled Al-Abdullah Al-Faisal (Chairman of the Board)

2

H.E. Dr. Khaled bin Hussain Biyari

3

H.E. Mr. Mohammed bin Talal Al-Nahhas

4

Mr. Yazeed Al-Humied (Vice Chairman of the Board)

5

Ms. Rania Nashar

6

Mr. Jameel Al-Mulhem

7

Mr. Waleed Shukri

8

Mr. Arndt Rautenberg

x

9

Mr. Sanjay Kapoor

x

10

Ms. Sarah Al-Suhaimi

x

11

Mr. Ahmed bin Mohammed Al-Omran

x

* Members of the Board of Directors Mr. Arndt Rautenberg, Mr. Sanjay Kapoor, Ms. Sarah J. AL-Suhaimi and Mr. Ahmed M. Alomran apologized for not being able to attend.

* Minutes of meetings can be found on stc’s website: www.stc.com.sa

Second: The Ordinary General
Assembly on 19/04/2022:

The Ordinary General Assembly’s meeting held remotely through modern technology via Tadawulaty services on 19/04/2022. The meeting’s results were published on Tadawul’s website on the next day 20/04/2022. Voting results in the General Assembly’s agenda were as follows:

dates two
1

Approve the Board of Directors report for the fiscal year ending on 31-12-2021.

2

Approve the report of stc auditor for the fiscal year ending on 31-12-2021.

3

Approve stc consolidated financial statements for the year ending on 31-12-2021.

4

Approve delegating the Board of Directors with the authority of the General Assembly relating to the permission mentioned in Paragraph (1) of Article 71 of the Companies Bylaw, for a period of one year from the date of approval of the General Assembly or until the end of the term of Delegated Board of Directors, whichever is earlier and in accordance with the conditions mentioned in the related regulations.

5

Approve paying SAR 6,315,329.68 as remunerations for the members of Board of Directors for the fiscal year ending on 31-12-2021.

Below are the names of the members who
attended the Assembly’s meeting

#

Name

Attendance

1

HRH Prince Mohammed bin Khaled Al-Abdullah Al-Faisal (Chairman of the Board)

2

H.E. Dr. Khaled bin Hussain Biyari

3

H.E. Mr. Mohammed bin Talal Al-Nahhas 

4

Mr. Yazeed Al-Humied (Vice Chairman of the Board)

5

Ms. Rania Nashar

6

Mr. Jameel Al-Mulhem

7

Mr. Waleed Shukri

8

Mr. Arndt Rautenberg

x

9

Mr. Sanjay Kapoor

x

10

Ms. Sarah Al-Suhaimi

x

11

Mr. Ahmed bin Mohammed Al-Omran

* Members of the Board of Directors Mr. Arndt Rautenberg and Mr. Sanjay Kapoor and Ms. Sarah J. AL-Suhaimi apologized for not being able to attend.

* Minutes of meetings can be found on stc’s website: www.stc.com.sa

Third: The Extraordinary General Assembly which includes stc’s Capital Increase on 30/08/2022:

The Extraordinary General Assembly’s meeting which includes stc’s Capital Increase held remotely through modern technology via Tadawulaty services on 30/08/2022. The meeting’s results were published on Tadawul’s website on the next day 31/08/2022. Voting results in the General Assembly’s agenda were as follows:

dates two
1

Approve the Board of Director's recommendation to increase Saudi Telecom Company’s (stc) capital via granting bonus shares to stc’s shareholders as follows:

a

The total amount of the increase is SAR 30,000 million.

b

The capital before the increase is SAR 20,000 million, and the capital after the increase will become SAR 50,000 million; an increase by (150%).

c

The number of shares before the increase is 2,000 million shares, and the number of shares after the increase will become 5,000 million shares.

‌d

The objective of the increase is to support stc in achieving its growth and expansion strategy along with maximizing its shareholders’ return thru increasing and diversifying stc’s investments and seizing the expected growth opportunities in the telecommunication & technology sector in the Kingdom of Saudi Arabia and the region.

‌e

The increase will be through capitalizing SAR 30,000 million from the retained earnings via granting (1.5) share for each (1) share owned by shareholder at the eligibility date.

f

In case of shares fractions occurrence, stc will collect all fractions in one portfolio to be sold at market price, the value will be distributed to eligible shareholders each by their share within a period not to exceeds 30 days from the allocation of new shares to each shareholder.

g

The eligibility shall be for shareholders owning shares by the end of the trading day of stc’s Extraordinary General Assembly meeting and are registered in stc’s shareholders registry in the Depository Center by the end of the second trading day following the Extraordinary General Assembly meeting date.

h

The amendment of Article No. (7) of Saudi Telecom Company’s (stc) Articles of Association related to stc’s capital.

i

The amendment of Article No. (8) of Saudi Telecom Company’s (stc) Articles of Association related to shares subscription.

2

Approve the amendment of Saudi Telecom Company’s (stc) dividends policy.

3

Approve the business and contracts between Saudi Telecom Company (stc) and Wala’a Cooperative Insurance Co. (Walaa); in which Mr. Jameel A. Al-Mulhem, has an indirect interest being a member of the Board of Directors of stc and Walaa. The disclosed indirect interest is regarding the agreements with Walaa, which includes signing a number of insurance contracts to provide general insurance coverage for stc and its subsidiaries for three years starting from 03-06-2022 with an amount of SAR 36.76 million (annually). The signed contracts were part of the ordinary businesses that have offered no preferential advantages.

4

Approve the business and contracts between Saudi Telecom Company (stc) and eWTPA Technology Innovation Limited Company, Alibaba Cloud (Singapore) Private Limited, Saudi Company for Artificial Intelligence (SCAI) and Saudi Information Technology Company (SITE) with regards to signing a joint venture agreement (JV) to establish a limited liability company specialized in cloud computing with a total capital of SAR (894) million upon establishment. The shares are distributed as follows: (stc 55%, eWTPA 27%, Alibaba Cloud 10%, SCAI 4%, and SITE 4%). The JV agreement is within the ordinary businesses that have offered no preferential advantages. The Public Investment Fund (PIF) is a related party as it is the largest shareholder in stc with 64% ownership, as well as a limited partner in eWTPA through its wholly owned subsidiaries and owns all the shares of SCAI and SITE, and the Board of Directors following members have indirect interest as a representative of the PIF: H.E Dr. Khaled H. Biyari, Mr. Yazeed A. AlHumied, Ms. Rania M. Nashar, Mr. Arndt F. Rautenberg and Mr. Sanjay Kapoor.

5

Approve the business and contracts between Saudi Telecom Company (stc) and Public Investment Fund (PIF) with regards to signing a joint venture agreement (JV) to establish a limited liability company specialized in the field of internet of things (IoT), with a total capital of SAR 492 million upon establishment. The Joint Venture Agreement allows the possibility to increase the company’s capital up to SAR 900 million, as needed, and based on the company’s business requirements, at the end of the 3rd financial year from establishment, subject to the competent authorities and regulatory approvals, with 50% ownership for both stc and PIF. The JV agreement is within the ordinary businesses that have offered no preferential advantages. The PIF is a related party as it is the largest shareholder in stc with 64% ownership, and the Board of Directors following members have indirect interest as a representative of the PIF: H.E Dr. Khaled H. Biyari, Mr. Yazeed A. AlHumied, Ms. Rania M. Nashar, Mr. Arndt F. Rautenberg and Mr. Sanjay Kapoor.

6

Approve the purchase of a number of the Saudi Telecom Company (stc) shares with a maximum of 15 million shares (the proposed shares to be purchased reflects the proposed increase in stc’s capital by 150%), and in an amount not to exceed SAR 453 million to allocate them within the Employee Stock Incentive Plan which was approved in the Extraordinary General Assembly meeting held in 20-04-2020, where the purchase of those shares to be financed thru stc’s own resources. Further, to authorize the Board of Directors or whoever it delegates to complete the purchase within a period of 12 months from the date of the Extraordinary General Assembly approval. The purchased shares to be kept no longer than 7 years from the date of Extraordinary General Assembly approval and once the 7 years period lapses, stc will follow the rules and procedures stipulated in the relevant laws and regulations.

Below are the names of the members who
attended the Assembly’s meeting:

#

Name

Attendance

1

HRH Prince Mohammed bin Khaled Al-Abdullah Al-Faisal (Chairman of the Board)

2

H.E. Dr. Khaled bin Husaain Biyari

3

H.E. Mr. Mohammed bin Talal Al-Nahhas 

x

4

Mr. Yazeed Al-Humied (Vice Chairman of the Board)

5

Ms. Rania Nashar

6

Mr. Jameel Al-Mulhem

7

Mr. Waleed Shukri

8

Mr. Arndt Rautenberg

x

9

Mr. Sanjay Kapoor

x

10

Ms. Sarah Al-Suhaimi

x

11

Mr. Ahmed bin Mohammed Al-Omran 

* Members of the Board of Directors H.E. Mr. Mohammed T. Alnahhas, Mr. Arndt Rautenberg, Mr. Sanjay Kapoor and Ms. Sarah J. AL-Suhaimi. apologized for not being able to attend.

* Minutes of meetings can be found on stc’s website: www.stc.com.sa