Results of the Ordinary General Assembly Meeting (Third Meeting) of Morse Information Technology Holding Company (Closed Saudi Joint Stock Company)
Held on Wednesday, 12/10/1444 AH (corresponding to 02/05/2023 AD) in Jeddah
Based on the invitation issued by the Chairman of the Board of Directors to the company's shareholders to attend the Ordinary General Assembly (Third Meeting) to discuss the Ordinary General Assembly agenda items, the Ordinary General Assembly meeting was held at the company's headquarters in Jeddah on Wednesday, 12/10/1444 AH (corresponding to 02/05/2023 AD) at 9:30 AM, chaired by Dr. Fahad Farooq Hakeem.
The Chairman declared the legal quorum necessary for the validity of the meeting complete, as shareholders representing 50,000 shares—equivalent to 100% of the company's total capital of 50,000 shares—were present. Accordingly, the assembly meeting was legally valid under Article (62) of the Companies Law. Ms. Atheer Saleh Al-Qurashi was appointed as Secretary of the Assembly. The Chairman then requested the Secretary to read the agenda items, after which floor discussions were opened, and the Chairman asked the shareholders to vote on the agenda items.
The voting results were as follows:
Assembly Agenda Items:
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Cancellation of two notification request submissions to the Ministry regarding the Ordinary General Assembly:
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No. 1358622 dated 26/04/2023 AD
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No. 1358643 dated 29/04/2023 AD
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Appointment of the company's first external auditor: Messrs. Zain Al-Abidin Al-Harbi Professional Consulting (Certified Public Accountants).
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Approval of the Board of Directors' report No. 101/2022, dated 31/12/2022 AD.
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Approval of the audited financial statements for the fiscal year ended 31/12/2022 AD, which include:
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Total Assets: SAR 555,324
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Total Equity: SAR 531,856
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Revenues and (Losses) from Investments in Equity Instruments: SAR 447,442
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General and Administrative Expenses: SAR -252,564
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Gross Profit for the Period: SAR 194,878
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Remeasurement Losses on Investments in Equity Instruments: SAR -162,736
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Net Profit for the Period Before Zakat: SAR 37,142
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Net Profit for the Period After Zakat: SAR 31,856
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Net Profit Per Share: SAR 0.637
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Approval of the external auditor's report for the fiscal year ended 31/12/2022 AD.
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Approval of the external auditor's report for the fiscal year ended 31/12/2022 AD.
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Discharge of liability for members of the Board of Directors for the fiscal year ended 31/12/2022 AD.
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Approval of non-distribution of dividends for the fiscal year ended 31/12/2022 AD.
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Approval of non-distribution of remuneration to the Board of Directors members for the fiscal year ended 31/12/2022 AD.
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Approval of full settlement of amounts due to a related party, Dr. Fahad Farooq Hakeem, regarding his financing of the company's investment portfolio, in exchange for selling company-owned shares to him at cost price, as specified in an independent contract No. 101/2022 dated 31/12/2022 AD.
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Approval of transactions and contracting with related parties: Morse Business Services Establishment, owned by Board Member Fahad Farooq Hakeem, for utilizing its labor to operate Morse Information Technology Holding Company, provided that Morse Company pays the workers' salaries and government expenses, estimated at SAR 35,000 monthly, subject to increase up to a maximum of SAR 50,000 (pursuant to Contract No. 22015 dated 30/12/2022 AD).
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Approval to grant permission to Board Member Dr. Fahad Farooq Hakeem to engage in a competing business activity.
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Approval of business activities and contracts executed between the company and Board Member Fahad Farooq Hakeem, by approving the purchase by a related party (Fahad Farooq Hakeem) of Morse Information Technology Holding Company's stake in Salons Company at a cost value of SAR 365,000, to be paid within a maximum period ending 31/12/2023 AD.
The meeting was concluded at 10:30 AM, where the Chairman of the Assembly expressed his gratitude to all attendees for their participation and presence.