| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Zain KSA is pleased to announce the results of the Ordinary General Assembly meeting. |
| City and Location of the General Assembly's Meeting | At the Company’s Headquarter in Riyadh Via modern technology means. |
| Date of the General Assembly's Meeting | 2026-06-30 Corresponding to 1448-01-15 |
| Time of the General Assembly’s Meeting | 20:15 |
| Percentage of Attending Shareholders | 56.02 |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The Following Board Members attended the Meeting: 1 - Eng. Abdullah Fahad AlFaris (Chairman) 2- Mr. Bader Nasser AlKharafi (Vice Chairman) 3- Mr. Ossama Matta. 4- Mr. Zeyad AlHazmi 5- Eng. Kamil Hilali. 6- Mr. Umar AlMahmoud 7- Mr. Saud AlJuhani The Board Members Eng. Nawaf AlGharabally and Eng. Atef AlSayabi were absent from the Ordinary General Assembly meeting. |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | 1- Mr. Umar AlMahmoud (Chairman of the Audit Committee). 2- Mr. Zeyad AlHazmi (Chairman of Nomination and Remuneration Committee). |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1- The Board of Director’s report for the fiscal year ending on 31/12/2025, was reviewed and discussed. 2- The financial statements for the fiscal year ending on 31/12/2025, was reviewed and discussed. 3- Approved the External Auditor Report for the fiscal year ended on 31/12/2025, after discussing it. 4- Approved discharging the members of the Board of Directors from liability for their activities during the fiscal year ended December 31, 2025. 5- Approved of the appointment of KPMG Professional Services Company as the company's external auditor, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the second and third quarters and the annual financial statements for fiscal year 2026; the first, second, and third quarters and the annual financial statements for fiscal year 2027; the first, second, and third quarters and the annual financial statements for fiscal year 2028; and the first-quarter financial statements for fiscal year 2029, and determine its fees amounting to SAR 20,791,512 excluding VAT. 6- Approved the Board of Directors’ resolution appointing Eng. Atef bin Saeed Al Sayabi (Non-Executive Board Member) to the Board of Directors effective January 22, 2026, to complete the current Board term ending on April 25, 2029, in the vacant seat on the Board. 7- Approved delegating to the Board of Directors the authority of the General Assembly as stipulated in Paragraph (1) of Article (27) of the Companies Law for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board term, whichever occurs first, with respect to business and contracts in which a Board member has a direct or indirect interest, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law applicable to listed joint-stock companies. 8- Approved the Board of Directors’ recommendation to distribute cash dividends to shareholders for the fiscal year ended December 31, 2025, in the amount of SAR (449,365,000), at SAR (0.50) per share, representing (5%) of the nominal value of each share. Eligibility for the cash dividends shall be for shareholders owning shares at the close of trading on the date of the General Assembly meeting and registered in the Company’s shareholder register maintained by the Securities Depository Center Company (Edaa) at the end of the second trading day following the meeting date. Dividend distribution shall commence on Tuesday, July 21, 2026. 9- Approved the payment of remuneration to the members of the Board of Directors in the amount of SAR (5,043,500) for the fiscal year ended December 31, 2025. 10- Approved the Corporate Social Responsibility (CSR) Policy. 11- Approved the business and contracts entered into between the Company and Zain Group K.S.C.P., in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). This transaction relates to administrative fees and branding fees amounting to SAR (170,000,000) for the fiscal year 2025. The contract was concluded without any preferential terms or benefits. 12- Approved the business and contracts entered into between the Company and the subsidiaries of Zain Group K.S.C.P., in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). These transactions relate to telecommunication services (roaming/interconnection). The value of revenue arising from the services provided under these transactions amounted to SAR (58,242,000), while the cost of services received amounted to SAR (122,622,000) during the fiscal year 2025. The contract was concluded without any preferential terms or benefits. 13- Approved the business and contracts entered into between the Company and Zain Omantel International (ZOI), in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). The transaction consists of contracts for the right to use transmission cable capacity granted for a period of 15 years, with a value of SAR (37,500,000) during the fiscal year 2025. The contract was concluded without any preferential terms or benefits. 14- Approved the business and contracts entered into between the Company and Hulool ZainTech for Information Technology, in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). The transaction relates to a lease agreement with a value of SAR (5,900,000) in favor of Zain KSA. The contract was concluded without any preferential terms or benefits. 15- Approved the business and contracts entered into between the Company and Hulool ZainTech for Information Technology, in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). The transaction relates to licensing fees and the provision of technical and information technology services for the Company’s operational use, with a value of SAR (38,103,000). The contract was concluded without any preferential terms or benefits. 16- Approved the business and contracts entered into between the Company and FOO Holding LLC, in which the following Board members have an indirect interest: Mr. Bader Nasser Al Kharafi (Vice Chairman), Mr. Ossama Matta (Board Member), Eng. Atef Al Sayabi (Board Member), Eng. Kamil Hilali (Board Member), and Eng. Nawaf Al Gharabally (Board Member). The transaction consists of procurement contracts for the development of technical services, with a total value of SAR (1,758,000). The contract was concluded without any preferential terms or benefits. 17- Approved the business and contracts entered into between the Company and the General Organization for Social Insurance (GOSI), in which Board Member Mr. Saud bin Sulaiman Al Juhani has an indirect interest. This transaction relates to a “Building Lease Agreement” at Granada Business Complex in Riyadh. The value of transaction during fiscal year 2025 amounted to SAR (19,156,697), excluding VAT, and authorizing this for the coming year. The contract was concluded without any preferential terms or benefits. 18- Approved the business and contracts entered into between the Company and The Mediterranean & Gulf Insurance and Reinsurance Company (MEDGULF), in which Board Member Mr. Umar bin Abdulrahman Al Mahmoud has an indirect interest. These transactions relate to “Telecommunication Services” amounting to SAR (248,000) in favor of Zain KSA. The contract was concluded without any preferential terms or benefits. 19- Approved the business and contracts entered into between the Company and Najm for Insurance Services Company, in which Board Member Mr. Umar bin Abdulrahman Al Mahmoud has an indirect interest. These transactions relate to “Telecommunication Services” amounting to SAR (2,421,262) in favor of Zain KSA. The contract was concluded without any preferential terms or benefits. |
| Additional Information | The Board of Directors of the Zain KSA would like to thank the shareholders for their participation in the Ordinary General Assembly meeting (first meeting). In the event of any inquiries, we hope to contact our Investor Relations Department Email: investor.relations@sa.zain.com |