General Assembly (GA) Meetings

In 2023, we held one (1) Extraordinary GA Meeting (EGM), and shared the highlights of our key Tadawul announcements and the summary of the approved GA resolutions. Shareholders are referred to our comprehensive Tadawul announcements, our 2022 Annual Financial Statements (AFS), and Investor Relations Governance section on our Company Website, including the GA minutes, for sufficient information to make informed decisions:

GA Meetings attendance by the Board Members

Board Member	22 June
Eng. Loay Hisham Nazer	Yes
Mr. David Martin Fletcher	Yes
Mr. Tal Hisham Nazer	Yes
Mr. Martin Houston	Yes
Dr. Abdulla Nadeem Elyas	Yes
Ms. Huda Mohammed Bin Ghoson	Yes
Mr. Nigel Sullivan	No
Mr. Nader Ashoor	Yes
Mr. Osamah Shaker	Yes

EGM Resolutions Approved on 22 June 2023 (results announced on 2 July 2022):

1. Resolution (1): Viewed the Board of Directors Report for the year ended 31 December 2022G and discussed.
2. Resolution (2): Approved the Auditors’ Report for the year ended 31 December 2022G.
3. Resolution (3): Viewed the Annual Financial Statements for the fiscal year ended 31 December 2022G and discussed.
4. Resolution (4): Approved the appointment of the External Auditors, as Ernst & Young & Co., and PricewaterhouseCoopers, from the nominees based on the Audit Committee recommendation, to examine and review the Annual Financial Statements for the year 2023 and the second, third and fourth quarters’ quarterly reports of 2023, and the first quarter of 2024 quarterly report, and to determine their fees.
5. Resolution (5): Approved the recommendation of the Board of Directors to distribute cash dividends for the fiscal year 2022G, SR 3.60 per share in a total amount of SR 540,000,000, or 36% of the nominal share value, provided that the shareholders owning the shares are eligible at the end of the trading day of the General Assembly Meeting and those registered in the Company’s shareholders’ register with the Securities Depository Center Company (Edaa Center) at the end of the second trading day following the approval date, the dividend distribution date will begin on 17 July 2023G.
6. Resolution (6): Approved the purchase of a certain number of shares, up to a maximum of 195,000, with the intention of allocating them to employees as a part of the Company’s employee shares program. The purchase will be financed through the Company’s fund, and the Board of Directors has been authorized to complete the purchase of the shares (within 12 months) from the date of the Extraordinary General Assembly Meeting’s approval. The purchased shares will be kept no longer than (10 years) from the date of approval of the Extraordinary General Assembly until they are allocated to the entitled employees. After this period, the Company will follow the rules and procedures stipulated in the relevant laws and regulations. Noting that the approval of the Extraordinary General Assembly was obtained on 08 May 2017G.
7. Resolution (7): Approved the Board Member’s remuneration (at SR 4,218,000) for the year ended 31 December 2022G.
8. Resolution (8): Approved the absolving of the Board of Directors for the year ended 31 December 2022G.
9. Resolution (9): Approved the delegation of the authority to the Board to distribute interim dividends to the shareholders, on a semi-annual or quarterly basis for the year 2023.
10. Resolutions (10-28): The ratification of related party transactions, business, and contracts, for the prior and future years.