| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Edarat Communication and Information Technology Co. (EDARAT) is pleased to invite the esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), which includes the increase of the Company’s capital, and which is scheduled to be held, God willing, at 20:30 on Sunday, 28 Dhul-Hijjah 1447H, corresponding to 14/6/2026G, via modern technology means. |
| City and Location of the Extraordinary General Assembly's Meeting | Via modern technology means, at the Company’s principal headquarters in Riyadh — Al Yasmin District — King Abdulaziz Road (through Tadawulaty platform only). |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-14 Corresponding to 1447-12-28 |
| Time of the General Assembly’s Meeting | 20:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Each shareholder registered in the Company’s shareholders register at the Securities Depository Center (Edaa) at the end of the trading session preceding the Extraordinary General Assembly meeting is entitled to attend the meeting in accordance with applicable regulations and rules. Shareholders also have the right to discuss the items on the meeting agenda and raise questions. The right to register attendance for the General Assembly meeting ends at the time of convening the General Assembly meeting. The right of attendees to vote on the items of the Assembly’s agenda ends upon the conclusion of the vote screening by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | The Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half of the Company’s capital. If the required quorum for the first meeting is not met, a second meeting will be held one hour after the end of the scheduled time for the first meeting. The second meeting shall be valid if attended by shareholders representing at least one-quarter of the Company’s capital. |
| Meeting Agenda | 1- Vote on the recommendation of the Board of Directors regarding the increase of the Company’s capital from SAR 50,400,000 to SAR 75,600,000 through the distribution of bonus shares to the Company’s shareholders as follows: •The increase will be through the capitalization of SAR 25,200,000 only from retained earnings by granting one share for every two shares. •Capital before the increase: SAR 50,400,000; capital after the increase: SAR 75,600,000. •Increase percentage: 50%. •Number of shares before the increase: 5,040,000 shares; number of shares after the increase: 7,560,000 shares. •The Company aims through the capital increase to support and strengthen the capital base and future activities of the Company, which contributes to achieving good growth rates during the coming years, God willing, as a continuation of the Company’s adopted policy. •In the event of approval of this item, the eligibility date for bonus shares shall be for shareholders owning shares on the date of the Extraordinary General Assembly meeting and registered in the Company’s shareholders register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the eligibility date. In the event of fractional bonus shares resulting from the capital increase, the fractions shall be collected in one portfolio for all shareholders entitled to fractional shares and sold at market price, then their value shall be distributed to the shareholders entitled to fractional shares, each according to his entitlement, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. •Amend Article (7) of the Company’s Articles of Association relating to capital. (Attached) •Amend Article (8) of the Company’s Articles of Association relating to subscription to shares. (Attached) 2- Vote on amending Article (4) of the Company’s Articles of Association relating to the Company’s objectives. (Attached) 3- Vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual / quarterly basis for the financial year ending on 31/12/2026. 4- Review and discuss the financial statements for the financial year ending on 31/12/2025. 5- Review and discuss the Board of Directors’ report for the financial year ending on 31/12/2025. 6- Vote on the Company’s auditor’s report for the financial year ending on 31/12/2025 after discussing it. 7- Vote on disbursing remuneration to the members of the Board of Directors amounting to SAR 750,000 for the financial year ending on 31/12/2025. 8- Vote on the transactions and contracts concluded during the financial year ending on 31/12/2025 between the Company and Al Moammar Information Systems Company, in which Board member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board, has an indirect interest, and which represent services provided amounting to SAR 77,551,462. (Attached) 9- Vote on the transactions and contracts concluded during the financial year ending on 31/12/2025 between the Company and Al Moammar Information Systems Company, in which Board member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board, has an indirect interest, and which represent purchased services amounting to SAR 6,088,868. (Attached) 10- Vote on the transactions and contracts concluded during the financial year ending on 31/12/2025 between the Company and Medical Excellence Systems Company, in which Board member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board, has an indirect interest, and which represent services provided amounting to SAR 1,460,456. (Attached) 11- Vote on the transactions and contracts concluded during the financial year ending on 31/12/2025 between the Company and Edarat Lebanon, in which Board member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board, has an indirect interest, Engineer Adel Fouad Rizk, Vice Chairman of the Board, has a direct interest, and Mr. Erick Ernest Badawi, Board member, has a direct interest, and which represent purchased services amounting to SAR 702,000. (Attached) 12- Vote on authorizing the Board of Directors with the powers of the Ordinary General Assembly as stipulated in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the term of the delegated Board of Directors, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law for listed joint stock companies. 13- Vote on discharging the members of the Board of Directors from liability for the financial year ending on 31/12/2025. 14- Vote on appointing the Company’s auditor from among the candidates nominated based on the recommendation of the Audit Committee, for examining, reviewing, and auditing the financial statements for the first quarter, second quarter, half-year, third quarter, fourth quarter, and annual financial statements for the financial year ending on 31/12/2026, and the first quarter of the financial year ending on 31/12/2027, and determining the auditor’s fees. 15- Vote on the Conflict of Interest Policy. (Attached) 16- Vote on the Competition Policy and Standards. (Attached) 17- Vote on amending the Audit Committee Charter. (Attached) 18- Vote on the Remuneration and Nomination Committee Charter. (Attached) 19- Vote on the Policy, Standards, and Membership of the Board of Directors and Executive Management. (Attached) |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Each shareholder has the right to discuss the items listed on the Extraordinary General Assembly agenda and raise questions. Registration and voting through Tadawulaty services will be available and free of charge for all shareholders via the following link: https://www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Each shareholder has the right to discuss the items listed on the agenda of the General Assembly and to ask questions, starting from 1:00 AM on Wednesday, 24 Dhul-Hijjah 1447H corresponding to 10/6/2026G, until the end of the Assembly meeting. Registration and electronic voting through the Tadawulaty services will be available and free of charge to all shareholders via the following link: https://www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For any enquiries, please contact the Investor Relations Department during official working hours at: Phone: +966581822902 Email: IR@edaratgroup.com Address: King Abdulaziz Road, Al Yasmin District, Riyadh, Kingdom of Saudi Arabia. |
| Additional Information | For inquiries, please contact the Investor Relations Department during official working hours at: Phone: +966581822902 Email: IR@edaratgroup.com |
| Attached Documents | Attached Documents |