Saudi Azm for Communication and Information Technology Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi AZM for Communication and Information Technology Company is pleased to invite its shareholders to attend and vote at the Extraordinary General Assembly Meeting (First Meeting), which will be held, God willing, at 19:30 on Thursday, 25/5/1448H corresponding to 05/11/2026G, via modern technology means. |
| City and Location of the General Assembly's Meeting | The Company's head office in Riyadh City, through modern technology means via the Tadawulaty platform. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-11-05 Corresponding to 1448-05-25 |
| Time of the General Assembly’s Meeting | 19:30 |
| 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 | In accordance with Article (28) of the Company's Articles of Association, the Extraordinary General Assembly Meeting shall be valid only if attended by shareholders representing at least half of the Company's voting shares. If the required quorum is not met at the first meeting, a second meeting shall be held one hour after the lapse of the time set for the first meeting, and the second meeting shall be valid if attended by shareholders representing at least one quarter of the Company's voting shares. |
| General Assembly Meeting Agenda | 1. Vote on amending Paragraph (A) of Article (15) of the Company's Articles of Association, related to the management of the Company. (Attached) 2. Vote on the Company's purchase of up to (3,600,000) three million six hundred thousand of its own shares, to be held as treasury shares and allocated to the Company's employees under the Employee Share Program. The purchase will be financed through the Company's own resources and executed through the Saudi Exchange (Tadawul). The Board of Directors shall be authorized to complete the purchase within a period not exceeding eighteen (18) months from the date of the Extraordinary General Assembly's resolution, and the Company shall retain the purchased shares for a period not exceeding five (5) years from the date of the Extraordinary General Assembly's approval, as a maximum, until they are allocated to eligible employees. The General Assembly authorize the Board of Directors to determine the terms of this program, including the allocation price for each share offered to employees, if such shares are offered for consideration. (Attached) 3. Vote on the business dealings and contracts concluded between the Company and AZM FINTECH Company during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, in their capacity as Chairman, Managing Director and shareholders of the related party. The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (74,679,132 SAR). (Attached) 4. Vote on the business dealings and contracts concluded between the Company and AZM Digital for Communications and Information Technology Company during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, in their capacity as Chairman, Managing Director and shareholders of the related party's parent company (AZM FINTECH Company). The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (105,792,176 SAR). (Attached) 5. Vote on the business dealings and contracts concluded between the Company and Future Communication Company for Communication and Information Technology during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, the former as a shareholder of the related party and through AZM FINTECH Company, and the latter through AZM FINTECH Company. The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (246,868 SAR). (Attached) 6. Vote on the business dealings and contracts concluded between the Company and National Real Estate Platform Company during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, in their capacity as Chairman, Managing Director and shareholders of Saudi AZM for Communication and Information Technology Company, which is a shareholder of the related party. The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (491,959 SAR). (Attached) 7. Vote on the business dealings and contracts concluded between the Company and Machine Learning for Information Technology Company during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, in their capacity as Chairman, Managing Director and shareholders of Saudi AZM for Communication and Information Technology Company, which is a shareholder of the related party. The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (9,978,082 SAR). (Attached) 8. Vote on the business dealings and contracts concluded between the Company and Real Estate Technologies Company during the fiscal year ended 30/6/2026, in which the Chairman of the Board, Mr. Majid bin Saad Al-Osaimi, and the Managing Director and CEO, Mr. Ali bin Mohammed Al-Ballaa, have an indirect interest, in their capacity as Chairman, Managing Director and shareholders of Saudi AZM for Communication and Information Technology Company, which is a shareholder of the related party. The nature of these dealings is a framework agreement for the provision of consulting services for a term of five years, with no preferential terms, valued at (1,176,986 SAR). (Attached) 9. Vote on amending the Board of Directors Membership Policy. (Attached) 10. Vote on amending the Nomination and Remuneration Committee Regulation. (Attached) 11. Review and discuss the financial statements for the fiscal year ended 30/6/2026. (Attached) 12. Vote on the Company's auditor's report for the fiscal year ended 30/6/2026, after discussion. (Attached) 13. Review and discuss the Board of Directors' report for the fiscal year ended 30/6/2026. (Attached) 14. Vote on appointing the Company's auditor from among the candidates, based on the recommendation of the Audit Committee, to review and audit the financial statements for the first, second and third quarters and the annual financial statements of the fiscal years ending 30/6/2027, 30/6/2028 and 30/6/2029, and to determine its fees. (Attached) 15. Vote on the election of a member to the newly created seat on the Board of Directors from among the nominees, through cumulative voting, commencing from the date of the General Assembly Meeting to complete the current Board term ending on 21/6/2030, subject to the Extraordinary General Assembly's approval of Item (1) of the agenda. (Candidates' CVs attached) 16. Vote on the disbursement of a total amount of (580,000 SAR) as remuneration for the members of the Board of Directors and its committees for the fiscal year ended 30/6/2026. (Attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss the matters listed on the agenda of the Extraordinary General Assembly Meeting and to direct questions to the members of the Board of Directors and the auditor. Voting through Tadawulaty e-services is available free of charge to all shareholders via the following link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty e-services will be able to vote remotely on the General Assembly agenda items starting from 01:00 AM on Monday, 22/5/1448H corresponding to 02/11/2026G, and until the end of the General Assembly Meeting. Registration and voting through Tadawulaty e-services will be available free of charge to all shareholders via the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For any inquiries, please contact Investor Relations via the following channels: Phone: 0112884141 Email: IR@azm.com Website: www.azm.com |
| Attached Documents | |
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