Saudi Research and Media Group Board invites its shareholders to attend the Extraordinary General Assembly Meeting the ( First Meeting )

Element List	Explanation
Introduction	The Board of Directors Saudi Research and Media Group is pleased to invite the shareholders to attend the extraordinary general assembly (first meeting) It is scheduled at 8:00 PM on Monday corresponding to 2024/5/20, 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	2024-05-20 Corresponding to 1445-11-12
Time of the General Assembly’s Meeting	20:00
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	Extraordinary General Meeting will be Quorum by the attendance of at least 50% of the company shares that have voting rights, if Quorum of the first meeting failed, the second meeting will be held one hour after the specified time of the first meeting, Second Meeting will be quorum by the attendance of at least 25% of company shares that have voting rights.
General Assembly Meeting Agenda	1- To review and discuss the Financial Statements for the fiscal year ending on 31/12/2023. 2- To review and discuss the Board of Directors Report for the fiscal year ending on 31/12/2023. 3- Voting on External Auditor Report for the fiscal year ending on 31/12/2023 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 2024. In addition to the first quarter of the fiscal year 2025. 5- Voting on the discharge of the Board of Directors members for the fiscal year ending 31/12/2023. 6- To vote on disbursing an amount of (3, 285,000) SAR to members of the Board of Directors for the year ending on 31/12/2023. 7- To vote on disbursing an amount of (1,110,000) SAR to sub-committees of the Board for the year ending on 31/12/2023. 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 Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager of Saudi Research and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. These transactions represent printing contracts, noting that the total value of these transactions amounted to SAR 24,355,719 during the year 2023, there were no due amounts as of 31 December 2023. (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 Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General manager of Saudi research and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. These transactions represent a printing contract, noting that the total value of these transactions amounted to SAR 24,000,805 during 2023, there were no due amounts as of 31 December 2023. (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 Bugshan, Mr. Mohammed Nazer, Chief Financial Officer, and Mr. Saleh Hussain Al Dowais, General Manager of Saudi Reserach and Publishing Company, which is one of the subsidiaries of Saudi Research and Media Group, own an indirect interest. The group paid in advance an amount of SR 40,583,710 to be used to cover 2024 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 Rashed AlRashid, and Mr. Mohammed Nazer, Chief Financial Officer of the Group, own an indirect interest. These transactions represent technical support provided, noting that the total value of these transactions amounted to SAR 712,670 during the fiscal year 2023, while the amounts owed to Argaam Commercial Investment Co. Ltd were SAR 1,649,724 as of 31 December 2023. (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 Rashed AlRashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. These transactions represent advertising and other media services provided, noting that the total value of these transactions amounted to SAR 3,000,000 during the fiscal year 2023, while the amounts owed to Thmanyah Co. for Publishing and Distribution were SAR 402,500 as of 31 December 2023. (Attached) 13- To vote on transactions made with Thmanyah Co. for Publishing and Distribution, in which the Board member Ms. Jomana Rashed AlRashid, Chief Executive Officer of the group, and Mr. Mohammed Nazer, Chief Financial Officer of the group, own an indirect interest. The group paid in advance an amount of SR 12,000,000 to be used to cover 2024 services related films and programs production transactions, while the amounts owed from Thmanyah Co. for Publishing and Distribution were SAR 18,300,000 as of 31 December 2023. (Attached) 14- To vote on Transaction and contracts executed between the group and Al-Fahd Law Firm, in which the 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 287,649 during the fiscal year 2023, and there were no due amounts as of 31 December 2023. (Attached) 15- To vote on Transaction and contracts executed between the Group and Red Sea Films Foundation, in which the Board member Ms. Jomana Rashed 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 2023, and there were no due amounts as of 31 December 2023. (Attached) 16- Voting on the participation of Eng. Abdulrahman Ibrahim Al-Ruwaita (Non-executive) in a competing similar business with the group. (Attached) 17- Voting on the participation of Eng. Moussa Omran Al-Omran (Non-executive) in a competing similar business with the group. (Attached) 18- Voting on amending the company's Articles of Association to align with the new corporate law and rearranging and renumbering the articles to correspond with the proposed amendments. (Attached) 19- Voting on the amendment of Article 3 of the company's bylaws, pertaining to the company's purposes (attached). 20- Voting on the amendment of Article 47 of the company's bylaws, pertaining to the dividends (attached). 21- Voting on amending the working regulations of the Audit Committee. (Attached) 22- Voting on amending the policy of remuneration and compensation for members of the Board of Directors, its committees, and the executive management. (Attached) 23- Voting on amending the policy of criteria and procedures for board membership. (Attached) 24- Voting on amending the regulations of the Remuneration and Nominations Committee. (attached) 25- Voting on transferring the balance of the statutory reserve amounting to (SAR 293,701,965) Two hundred Ninety-Three Million Seven Hundred One Thousand Nine Hundred Sixty-Five Saudi riyals as in the financial statements of the year ended on 31 December 2023 to Retained earnings according to the result of item No. (20) 26- Voting on transferring the balance of the Contractional reserve amounting to (SAR 67,547,177) Sixty Seven Million Five Hundred Forty Seven Thousand One Hundred Seventy seven Saudi riyals and as in the financial statements of the year ended on 31 December 2023. to Retained earnings according to the result of item No. (20) 27- Voting on the election of members of the Board of Directors from among the candidates for the upcoming term, starting from May 21, 2024, and ending on May 20, 2027, with a duration of three years. (Attached are the resumes of the candidates.)
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 tadawulati 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 16/5/2024corresponding to 1445/11/08 until the end of the time of the Assembly, registration and voting in tadawulati 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 extraordinary general assembly at 8:00 pm until 8:30 pm on Monday 2024/5/20 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 audio broadcast of the meeting via the link available in Tadawulaty system.
Attached Documents