Mr. Ahmed Mohammed Al-Rukban - Chairman.

Mr. Abdullah Ibrahim Al-Omaier - Vice Chairman.

Mr. Riyad Ibrahim Al-Rumaizan - Board Member and CEO

Mr. Tariq Ali Al-Awaji - Board Member.

Mr. Yousef Abdullah Al-Olayan - Board Member. Mr. Abdul Aziz Othman Al Nasser - Board Member.

The following member was absent:

Mr. Ahmed Mohamed Al-Issa due to special circumstances

Mr. Yousef Abdullah Al-Olayan - Chairman of the Executive Committee.

Mr. Yousef Abdullah Al-Olayan - Chairman of the Nominations and Remuneration Committee.

2. Approval of the company’s auditor’s report for the financial year ending on December 31, 2023.

3. Reviewed and discussed the financial statements for the fiscal year ending on December 31, 2023.

4. Approval of discharging the members of the Board of Directors from their liabilities for the fiscal year ending on December 31, 2023.

5. Approval of disbursing an amount of SR 2,200,000 as a reward to members of the Board of Directors for the fiscal year ending on December 31, 2023.

6. Approval of the appointment of M/s KPMG Professional Consulting from among the candidates based on the recommendation of the Audit Committee; This is to review the interim financial statements for the second and third quarters of the year 2024, and the first quarter of the fiscal year 2025, and to audit the financial statements for the year ending on December 31, 2024, for a total fee of SAR 1,050,000 (one Million and fifty- thousand Saudi riyals only).

7. Approval of authorizing the Board of Directors to distribute interim dividends on a semi-annual / quarterly basis for the fiscal year 2024.

8. Approval of delegating to the Board of Directors the authorization powers of the General Assembly stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.

9. Approval of amending the remuneration policies of the Board of Directors and the committees emanating from the Board and Executive Management.

10. Approval to pay additional fees to the external auditor, KPMG Professional Consulting Company, for the 2023 audit in the amount of SAR 280,000, based on the recommendation of the audit committee, due to the company’s transformation from a closed joint stock company to a listed joint stock company that requires more tests and technical examinations, which increased working hours of actual audit operations by approximately 34% of the planned time, so that audit procedures meet standard, regulatory, and technical requirements, and achieve the highest possible quality of reports.

11. Approval of the business and contracts concluded between the company and Al-Ayouni Investment and Contracting Company, in which Board Member Ahmed bin Muhammad Al-Issa has an indirect interest in his capacity as a member of the Board of Directors of Al-Ayouni Investment and Contracting Company, providing manpower services, noting that the value of the transactions that took place during the year 2023 amounted to SR 195,473,427 and was agreed upon according to the prevailing commercial terms.

12. Approval of the business and contracts concluded between the company and Al-Ayouni Investment and Contracting Company, in which the member of the Board of Directors, Ahmed bin Muhammad Al-Issa, has an indirect interest in his capacity as a member of the Board of Directors of Al-Ayouni Investment and Contracting Company, which is represented in the cost of labor paid on behalf of Al-Ayouni Investment and Contracting Company, noting that the value of the transactions that took place during 2023, amounted to SR 40,019,910 and was agreed upon according to the prevailing commercial terms.

13. Approval of the business and contracts concluded between the company and Al-Omaier Trading and Contracting Company, in which the Vice Chairman of the Board of Directors, Abdullah bin Ibrahim Al-Omaier, has a direct and indirect interest in his capacity as a shareholder and Chairman of the Board of Directors of Al-Omaier Trading and Contracting Company, providing manpower services, noting that the value of the transactions that was took place during 2023 amounted to SR 2,133,728 and was agreed upon according to the prevailing commercial terms.

14. Approval of the business and contracts concluded between the company and Manar Al-Tarbiyah Company for Operation and Maintenance, in which the Vice Chairman of the Board of Directors, Abdullah bin Ibrahim Al-Omaier, has a direct and indirect interest, given that Manar Al-Tarbya Company for Operation and Maintenance is a subsidiary of Al-Saraya Investment Company, in which Abdullah Al-Omaier owns shares, which is providing manpower services, noting that the value of the transactions that took place during the year 2023 amounted to SR 332,194 and were agreed upon according to the prevailing commercial terms.

15. Approval of the business and contracts concluded between the company and Gulf Address Real Estate Investment Company, in which the Vice Chairman of the Board of Directors, Abdullah bin Ibrahim Al Omeir, has a direct and indirect interest in his capacity as a shareholder and Vice Chairman of the Board of Directors of Gulf Address Real Estate Investment Company, providing manpower services, noting that The value of the transactions that took place during the year 2023 amounted to SR 230,064 and were agreed upon according to the prevailing commercial terms.

16. Approval of the business and contracts concluded between the company and Khalda Group Trading Company, in which Board Member Tariq bin Ali Al-Awaji has a direct and indirect interest in his capacity as a shareholder and General Manager of Khalda Group Trading Company, providing manpower services, noting that the value of the transactions that took place during 2023 amounted to SR 222,806 and was agreed upon according to the prevailing commercial terms.

IR@mawarid.com.sa