Element List Explanation
Introduction The Board of Directors Saudi Research and Media Group is pleased to invite the shareholders to attend the ordinary general assembly (first meeting) It is scheduled at 7:15 PM on Tuesday corresponding to 2024/06/24, which will be held on-line via modern technology.
City and Location of the General Assembly's Meeting Company Head Office at Riyadh, via modern technology.
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2025-06-24 Corresponding to 1446-12-28
Time of the General Assembly’s Meeting 19:15
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting According to Article (31) of the company’s articles of association, the ordinary general assembly meeting shall be valid if attended by shareholders representing at least one quarter of the Company’s capital.
General Assembly Meeting Agenda 1- To review and discuss the Financial Statements for the fiscal year ending on 31/12/2024.

 

2- To review and discuss the Board of Directors Report for the fiscal year ending on 31/12/2024.

3- Voting on External Auditor Report for the fiscal year ending on 31/12/2024 after discussing it.

4- Voting on the appointment and determining the fees of an External Auditor for the Company from among the candidates nominated based on the recommendation of Audit Committee to review and audit financial statements of the second quarter, third quarter, and the annual of the fiscal year 2025. In addition to the first quarter of the fiscal year 2026.

5- Voting on the discharge of the Board of Directors members for the fiscal year ending 31/12/2024.

6- To vote on disbursing an amount of (3,385,574) SAR to members of the Board of Directors for the year ending on 31/12/2024.

7- To vote on disbursing an amount of (763,893) SAR to sub-committees of the Board for the year ending on 31/12/2024.

8- To vote on transaction and contracts executed between the group and Hala Printing Company, which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager, own an indirect interest. These transactions represent printing contracts, noting that the total value of these transactions amounted to SAR 17,899,773 during the year 2024, there were no due amounts as of 31 December 2024 (without any preferential conditions). (Attached)

9- To vote on transaction and contracts executed between the group and Medina Printing and Publishing Co., which is one of the subsidiaries of Saudi Printing and Packaging Company, in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais General manager, own an indirect interest. These transactions represent a printing contract, noting that the total value of these transactions amounted to SAR 9,910,653 during 2024, there were no due amounts as of 31 December 2024 (without any preferential conditions). (Attached)

10- To vote on transactions made with Saudi Printing and Packaging Company and its subsidiaries; in which the Board members, Mr. Adel Marzouk Al-Nasser, Dr. Turki Omar Buqshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais General Manager, own an indirect interest. The group paid in advance an amount of SR 43,602,401 to be used to cover 2025 transactions. (Attached)

11- To vote on transaction and contracts executed between the Group and Argaam Commercial Investment Co. Ltd, in which the Board member Ms. Jomana R. Alrashid, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent advertorial, advertising services and subscription fees, noting that the total value of these transactions amounted to SAR 301,500 during the fiscal year 2024, while the amounts due from Argaam Commercial Investment Co. Ltd were SAR 175 as of 31 December 2024 (without any preferential conditions). (Attached)

12- To vote on transaction and contracts executed between the group and Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana R. Alrashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. These transactions represent production cost, sponsorship, advertising and other media services provided, noting that the total value of these transactions amounted to SAR 15,124,597 during the fiscal year 2024, while the amounts due from Thmanyah Co. for Publishing and Distribution were SAR 6,033,366 as of 31 December 2024. (without any preferential conditions). (Attached)

13- To vote on transactions made with Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana R. Alrashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. The group financed Thmanyah an amount of SR 15,000,000 while the amounts owed from Thmanyah Co. for Publishing and Distribution were SAR 15,000,000 as of 31 December 2024. (Attached)

14- To vote on transaction and contracts executed between the group and Al-Fahd Law Firm, in which the former Board member, Dr. Abdulaziz Al-Fahd owns a direct interest. These transactions represent legal services, noting that the total value of these transactions amounted to SAR 49,766 during the fiscal year 2024, and there were no due amounts as of 31 December 2024 (without any preferential conditions). (Attached)

15- To vote on transaction and contracts executed between the Group and Red Sea Films Foundation, in which the Board member Ms. Jomana R. Alrashid, owns an indirect interest. These transactions represent Sponsorship and media services provided in a form of barter deal between the two parties, noting that the total value of these transactions amounted to SAR 3,000,000 during the fiscal year 2024, and there were no due amounts as of 31 December 2024 (without any preferential conditions). (Attached)

16- To vote on transaction and contracts executed between the Group and MBC FZ LLC which is one of the subsidiaries of MBC Group, in which the Chairman of Board of Directors Eng. Abdulrahman Ibrahim Alrowaita, and Board member Eng. Moussa Omran Al-Omran each own an indirect interest. These transactions represent Program production and media services provided between the two parties, noting that the total value of these transactions amounted to SAR 3,750,000 during the fiscal year 2024, while the amounts due from MBC FZ LLC were SAR 4,312,500 as of 31 December 2024. (without any preferential conditions). (Attached)

17- Voting on the participation of Eng. Abdulrahman Ibrahim Alrowaita (Non-executive) in a competing similar business with the group. (Attached)

18- Voting on the participation of Eng. Moussa Omran Al-Omran (Non-executive) in a competing similar business with the group. (Attached)
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders have the right to discuss the topics on the agenda of the Assembly and ask questions, and registered shareholders in Tadawulaty services will be able to vote remotely on the items on the agenda of the Assembly starting from one o'clock (01:00) AM on Thursday morning on 19/06/2025 corresponding to 1446/12/23 until the end of the time of the Assembly, registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link: www.tadawulaty.com.sa
Details of the electronic voting on the Assembly’s agenda Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes.
Method of Communication in Case of Any Enquiries The questions and inquiries of the shareholders related to the agenda of the assembly will be received starting from the beginning of the ordinary general assembly at 7:15 pm until 7:45 pm on Tuesday 2025/06/24 via email:

 

e-general.assembly@srmg.com

 

For inquiries or questions regarding the meeting agenda, please contact the Investor Relations Department:

 

Email: investors.relations@srmg.com

 

Phone No 0112128000 ext. 5549
Additional Information We would like to inform all shareholders that there will be a live video and audio broadcast of the meeting via the link available in Tadawulaty system.
Attached Documents           

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