| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Itmam Consultancy Co. announce to its esteemed shareholders the results of the Extraordinary General Assembly meeting (First Meeting) |
| City and Location of the General Assembly's Meeting | Company headquarters in Riyadh City via modern technology means via the Tadawulaty Platform |
| Date of the General Assembly's Meeting | 2026-06-08 Corresponding to 1447-12-22 |
| Time of the General Assembly’s Meeting | 20:00 |
| Percentage of Attending Shareholders | 67.43% |
| 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 Extraordinary General Assembly meeting: - Eng. Majed bin Saad Alousaimi (Chairman of the Board) - Dr. Abdulaziz bin Abdulrahman Alfrayan (Vice Chairman of the Board) - Mr. Adham bin Saleh Gari (Managing Director & CEO) - Dr. Abdulrahman bim Abdulmohsen Alkalaf (Board Member) - Mr. Azzam bin Omar Almofadda (Board Member) |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | - Mr. Yazan bin Anwar Odeh (Chairman of the Audit Committee) - Dr. Abdulaziz bin Abdulrahman Alfrayan (Chairman of Nomination & Remuneration Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | - Review and discussion of the Board of Directors’ report for the financial year ending December 31, 2025. - Review and discussion of the annual financial statements for the fiscal year ending on December 31, 2025. - Approval of the auditor's report for the fiscal year ended December 31, 2025 after discussion. - Approval of the appointment of (PKF Al Bassam Chartered Accountants) as the company’s auditor from among the candidates based on the recommendation of the Audit Committee in order to examine, review and audit the financial statements for Half year and annual of the fiscal year 2026 AD, at a total fee of (384,000) Saudi Rials before VAT. - Approval of Board Membership Policies and Criteria. - Approval of Nomination and Remuneration Committee Charter. - Approval of Board Members, Committee Members, and Executive Management Remuneration Policy. - Approval of Corporate Social Responsibility Policy. - Approval of the amendment of Audit Committee Charter. - Approval of the amendment of Competition Controls and Standards Policy. - Approval of the amendment of Article (8) of the Company’s Bylaws relating to (the management of the Company). - Approval of the Employee Stock Ownership Program approved by the Company’s Board of Directors on 27/11/1447 AH, corresponding to 14/05/2026, and authorizing the Board of Directors to determine the terms and conditions of this program, including the allocation price for each share offered to employees, if provided for consideration, pursuant to Article Twenty-Nine (Employee-Allocated Shares) of the Implementing Regulations of the Companies Law for Listed Joint Stock Companies. - Approval of the Company’s purchase of up to (420,000) of its own shares to be held as treasury shares for allocation under the Company’s Employee Share Program. The purchase will be financed through the Company’s internal resources, with the Board of Directors authorized to complete the share repurchase within a maximum period of 18 months from the date of the Extraordinary General Assembly resolution. The Company may retain the repurchased shares for a maximum period of five (5) years from the date of the Extraordinary General Assembly approval until they are allocated to eligible employees. Upon expiry of such period, the Company shall comply with the procedures and regulatory requirements set out in the applicable laws and regulations. -Approval of utilizing the remaining proceeds from the offering as working capital for the Company. |