Stc GA to discuss capital increase to SR50 bln

Saudi Telecom Company’s (stc) Board of Directors is honored to invite its shareholders to attend the Extraordinary General Assembly’s meeting of stc which includes Capital Increase, that will be conducted virtually via Tadawulaty Platform.

Meeting Agenda:

1. Voting on the Board of Director’s recommendation to increase Saudi Telecom Company’s (stc) capital via granting bonus shares to stc’s shareholders as follows:
2. The total amount of the increase is SAR 30,000 million.
3. The capital before the increase is SAR 20,000 million, and the capital after the increase will become SAR 50,000 million; an increase by (150%).
4. The number of shares before the increase is 2,000 million shares, and the number of shares after the increase will become 5,000 million shares.
5. The objective of the increase is to support stc in achieving its growth and expansion strategy along with maximizing its shareholders’ return thru increasing and diversifying stc’s investments and seizing the expected growth opportunities in the telecommunication & technology sector in the Kingdom of Saudi Arabia and the region.
6. The increase will be through capitalizing SAR 30,000 million from the retained earnings via granting (1.5) share for each (1) share owned by shareholder at the eligibility date.
7. In case of shares fractions occurrence, stc will collect all fractions in one portfolio to be sold at market price, the value will be distributed to eligible shareholders each by their share within a period not to exceeds 30 days from the allocation of new shares to each shareholder.
8. In case of capital increase is approved by stc’s shareholders during the Extraordinary General Assembly meeting, the eligibility shall be for shareholders owning shares by the end of the trading day of stc’s Extraordinary General Assembly meeting and are registered in stc’s shareholders registry in the Depository Center by the end of the second trading day following the Extraordinary General Assembly meeting date.
9. The amendment of Article No. (7) of Saudi Telecom Company’s (stc) Articles of Association related to the company’s capital (attached).
10. The amendment of Article No. (8) of Saudi Telecom Company’s (stc) Articles of Association related to shares subscription (attached).
11. Voting on the amendment of Saudi Telecom Company’s (stc) dividends policy (attached).
12. Voting on business and contracts between Saudi Telecom Company (stc) and Wala’a Cooperative Insurance Co. (Walaa); In which Mr. Jameel A. Al-Mulhem, has an indirect interest being a member of the Board of Directors of stc and Walaa. The disclosed indirect interest is regarding the agreements with Walaa, which includes signing a number of insurance contracts to provide general insurance coverage for stc and its subsidiaries for three years starting from 03-06-2022 with an amount of SAR 36.76 million (annually). The signed contracts were part of the ordinary businesses that have offered no preferential advantages (attached).
13. Voting on business and contracts between Saudi Telecom Company (stc) and eWTPA Technology Innovation Limited Company, Alibaba Cloud (Singapore) Private Limited, Saudi Company for Artificial Intelligence (SCAI) and Saudi Information Technology Company (SITE) with regards to signing a joint venture agreement (JV) to establish a limited liability company specialized in cloud computing with a total capital of SAR (894) million upon establishment. The shares are distributed as follows: (stc 55%, eWTPA 27%, Alibaba Cloud 10%, SCAI 4%, and SITE 4%). The JV agreement is within the ordinary businesses that have offered no preferential advantages. The Public Investment Fund (PIF) is a related party as it is the largest shareholder in stc with 64% ownership, as well as a limited partner in eWTPA through its wholly owned subsidiaries and owns all the shares of SCAI and SITE, and the Board of Directors following members have indirect interest as a representative of the PIF: H.E Dr. Khaled H. Biyari, Mr. Yazeed A. AlHumied, Ms. Rania M. Nashar, Mr. Arndt F. Rautenberg and Mr. Sanjay Kapoor (attached).

5- Voting on business and contracts between Saudi Telecom Company (stc) and Public Investment Fund (PIF) with regards to signing a joint venture agreement (JV) to establish a limited liability company specialized in the field of internet of things (IoT), with a total capital of SAR 492 million upon establishment. The Joint Venture Agreement allows the possibility to increase the company’s capital up to SAR 900 million, as needed, and based on the company’s business requirements, at the end of the 3rd financial year from establishment, subject to the competent authorities and regulatory approvals, with 50% ownership for both stc and PIF. The JV agreement is within the ordinary businesses that have offered no preferential advantages. The PIF is a related party as it is the largest shareholder in stc with 64% ownership, and the Board of Directors following members have indirect interest as a representative of the PIF: H.E Dr. Khaled H. Biyari, Mr. Yazeed A. AlHumied, Ms. Rania M. Nashar, Mr. Arndt F. Rautenberg and Mr. Sanjay Kapoor (attached).

1. Voting on the purchase of a number of the Saudi Telecom Company (stc) shares with a maximum of 15 million shares (the proposed shares to be purchased reflects the proposed increase in stc’s capital by 150%), and in an amount not to exceed SAR 453 million to allocate them within the Employee Stock Incentive Plan which was approved in the Extraordinary General Assembly meeting held in 20-04-2020, where the purchase of those shares to be financed thru stc’s own resources. Further, to authorize the Board of Directors or whoever it delegates to complete the purchase within a period of 12 months from the date of the Extraordinary General Assembly approval. The purchased shares to be kept no longer than 7 years from the date of Extraordinary General Assembly approval and once the 7 years period lapses, stc will follow the rules and procedures stipulated in the relevant laws and regulations (attached).