| Element List | Explanation |
|---|---|
| Introduction | Edarat Communication and Information Technology Co. (EDARAT) announces the results of the Extraordinary General Assembly meeting, which included approval of the Company's capital increase (First Meeting). |
| City and Location of the Extraordinary General Assembly's Meeting | The Company's principal place of business is in the city of Riyadh, held via modern technological means (remotely). |
| Date of the Extraordinary General Assembly's Meeting | 2026-06-14 Corresponding to 1447-12-28 |
| Time of the General Assembly’s Meeting | 20:30 |
| Percentage of Attending Shareholders | 62.56% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board of Directors members attended the meeting: 1. Dr. Abdullah bin Ghazi Al-Ghamdi (Chairman of the Board of Directors). 2. Eng. Adel Fouad Rizk (Vice Chairman of the Board of Directors). 3. Eric Ernest Al-Badawi (Board Member and Chief Executive Officer). 4. Mohammed bin Abdullah Al-Sabiq (Board Member). 5. Fahad bin Mohammed Al-Muammar (Board Member). |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | Audit Committee Chairman: Fahad bin Ahmed Al-Humaidi. |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1.Approval of the Board of Directors' recommendation to increase the Company's capital from SAR 50,400,000 to SAR 75,600,000 through the issuance of bonus shares to the Company's shareholders, as follows: •An amount of SAR 25,200,000 shall be capitalized from retained earnings, by granting one free share for every two existing 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. •Reasons for the increase: The Company aims through this capital increase to support and strengthen its capital base and future activities, contributing to achieving sound growth rates in the coming years, God willing, in continuation of the Company's established policy. •The eligibility date for bonus shares shall be for shareholders owning shares on the day the Extraordinary General Assembly is held, as registered in the Company's shareholder register at the Securities Depository Center (Edaa) at the end of the second trading day following the entitlement date. In the event of fractional shares resulting from the capital increase, such fractions shall be aggregated into a single portfolio for all eligible shareholders and sold at market price, with the proceeds distributed to eligible shareholders each according to their pro-rata entitlement, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. •Amendment of Article (7) of the Company's Articles of Association relating to capital. •Amendment of Article (8) of the Company's Articles of Association relating to share subscription. 2.Approval of the amendment of Article (4) of the Company's Articles of Association relating to the Company's objectives. 3.Approval of delegating the Board of Directors to distribute interim dividends on a semi-annual / quarterly basis for the financial year ending 31/12/2026. 4.The financial statements for the financial year ending 31/12/2025 were reviewed and discussed. 5.The Board of Directors' report for the financial year ending 31/12/2025 was reviewed and discussed. 6.Approval of the Company's external auditor's report for the financial year ending 31/12/2025, following its discussion. 7.Approval of paying remuneration to Board of Directors members in the amount of SAR 750,000 for the financial year ending 31/12/2025. 8.The transactions and contracts conducted during the financial year ending 31/12/2025 between the Company and Al-Muammar Information Systems (MIS), in which Board Member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board of Directors, has an (indirect) interest, consisting of services rendered in the amount of SAR 77,551,462, were not approved. 9.The transactions and contracts conducted during the financial year ending 31/12/2025 between the Company and Al-Muammar Information Systems (MIS), in which Board Member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board of Directors, has an (indirect) interest, consisting of services purchased in the amount of SAR 6,088,868, were not approved. 10.The transactions and contracts conducted during the financial year ending 31/12/2025 between Edarat Communication and Information Technology Co. (EDARAT) and Medical Excellence Systems Company, in which Board Member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board of Directors, has an (indirect) interest, consisting of services rendered in the amount of SAR 1,460,456, were not approved. 11.The transactions and contracts conducted during the financial year ending 31/12/2025 between the Company and Edarat Lebanon, in which Board Member Dr. Abdullah bin Ghazi Al-Ghamdi, Chairman of the Board of Directors, has an (indirect) interest, Eng. Adel Fouad Rizk, Vice Chairman of the Board of Directors, has a (direct) interest, and Mr. Eric Ernest Al-Badawi, Board Member, has a (direct) interest, consisting of services purchased in the amount of SAR 702,000, were not approved. 12.Delegation of the Board of Directors with the powers of the Ordinary General Assembly to grant the authorization set forth in paragraph (1) of Article Twenty-Seven 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 term of the delegated Board of Directors, whichever comes first, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law pertaining to listed joint-stock companies, was not approved. 13.Approval of the discharge of Board of Directors members from liability for the financial year ending 31/12/2025. 14.Approval of the appointment of Ibrahim Ahmed Al-Bassam & Partners as the Company's external auditor from among the nominated candidates, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the (First Quarter / Second Quarter / Semi-Annual / Third Quarter / Fourth Quarter / Annual) periods of the financial year ending 31/12/2026, and the First Quarter of the financial year ending 31/12/2027, with fees determined at SAR 400,000 15.Approval of the Conflicts of Interest Policy. 16.Approval of the Competition Policy and Standards. 17.Approval of amendments to the Audit Committee Charter. 18.Approval of the Remuneration and Nomination Committee Charter. 19.Approval of the Board of Directors and Executive Management Membership Standards Policy. |
| Additional Information | With reference to the items that were not approved, the Assembly has granted a period of (6) months to take the necessary measures to rectify and address the existing situation in compliance with the relevant regulations and rules. For any inquiries, please contact the Company's Investor Relations department during official working hours at: Phone: 0581822902 Or via email: IR@edaratgroup.com |
| Attached Documents | Attached Documents |