The right to register for EGM ends at the beginning of the meeting and the right to vote on the assembly's items for the attendees ends at the end of the counting process as conducted by the counting committee.

Those who cannot be present from the shareholders on the due date have the right to appoint another person to attend the meeting than non-members of the board or the employees of the company under a written power of attorney endorsed by the Chamber of Commerce when the shareholder is an associate or if the shareholder is a company or legal entity. A licensed bank or an Authorized Person in the Kingdom, provided that the authorizing shareholder holds an account with the attesting bank or Authorized Person, Notary public or Persons licensed for attesting.

The shareholder or its proxy must deliver a copy of the proxy letter to the Company at least two days prior to the general assembly meeting by mail to P. O. Box 41270, Riyadh 11521, KSA. Each shareholder or attorney must bring with him the original identity and original power of attorney and highlight the original power of attorney.

1. To vote on the Board of Directors’ Annual Report for the financial year ended 31 December 2018;

2. To vote on the Consolidated Financial Statements for the financial year ended 31 December 2018;

3. To vote on the External Auditor’s report for the financial year ended 31 December 2018;

4. To vote on the appointment the External Auditor, as recommended by the Audit Committee to review the Company’s interim financial statements for Q2 2019, Q3 2019, and Q1 2020 and audit the annual financial statements for the financial year ending on 31 December 2019, and to approve their remuneration; and

5. To vote on releasing the Board of Directors’ members from liability for the financial year ended 31 December 2018;

6. To vote on the proposed change to Article 9 of company’s bylaws that is titled premium shares; (Attachment);

7. To vote on adding new Article 14 to company’s bylaws that is titled Buy-back, Sale, Pledge of Shares; (Attachment);

8. To vote on proposed change to Article 15 in company’s bylaws under title Capital increase (Attachment);

9. To vote on proposed change to Article 21 in company’s bylaws under title Chairman, CEO and board secretary (Attachment);

10. To vote on proposed change to Article 30 Article 30 in company’s bylaws under title General Assembly invite (Attachment);

11. To vote on proposed change to Article 41 in company’s bylaws under title Committee Reports (Attachment);

12. To vote on proposed change to Article 45 in company’s bylaws under title Financial Reports (Attachment);

13. To vote on board resolution to appoint Mr. Selim Chidiac as an executive board member effective from 11 December 2018 and up to the end of current board term that ends on 25 April 2021, in place of Mr. James Leonard Tanner, a non-executive board member (CV is attached);

14. To vote on board resolution to appoint Mr. Sunil Bhilotra as a non-executive board member effective from 11 December 2018 and up to the end of current board term that ends on 25 April 2021 in place of Mr. Rabih Michel Khouri, non-executive board member (CV is attached);

15. To vote on the Audit Committee Re-formation for the period from 24 April 2019 to 25 April 2021, determine its duties, its rules of work and remunerations of its members. The candidates are as follows (CV's are attached):

a. Mrs. Sabah Khalil Ebrahim Almuayyed, Chairwoman and specialist in finance and accounting matters;

b. Mr. Sunil Bhilotra;

c. Mr. Brian Norman Dickie; and

d. Mr. Adel Abdullah Saleh Al-Maiman.

16. To approve the already paid directors’ remunerations, as disclosed in the annual report, amounting to SR 1,395,278 against board membership for the financial year ended 31 December 2018;

17. To vote on board of directors’ recommendation to not distribute dividends for the year ended 31 December 2018;

18. To vote on the contract between the company and the board member, Mr. Brian Norman Dickie. This is a consulting services agreement with a total value of SR 502,500 for the coming year 2019, noting that the value is the same as for the year 2018 (SR 502,500) and the terms of the agreement are in accordance with the terms of dealing with third parties in ordinary course of business (Attachment);

19. To vote on authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2019 and setting the entitlement and payment dates according to the regulatory rules and procedures issued to implement Company's Law;

20. To vote on the proposed amendment to Conflict of interest policy (Attachment).

https://www.tadawulaty.com.sa

P: +966 11 265 1119

F: +966 11 265 6060

E: [email protected]