2. Approval of the Consolidated Financial Statements for the financial year ended 31 December 2018;

3. Approval of the External Auditor’s report for the financial year ended 31 December 2018;

4. Approval to appoint Aldar Audit Bureau Abdullah Al Basri & Co. (Grant Thornton (GT)) as an 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;

5. Approval of release the Board of Directors’ members from liability for the financial year ended 31 December 2018;

6. Approval of the proposed change to Article 9 of company’s bylaws that is titled premium shares;

7. Approval to adding a new Article 14 to company’s bylaws that is titled Buy-back, Sale, Pledge of Shares;

8. Approval of the proposed change to Article 15 in company’s bylaws under title Capital increase;

9. Approval of the proposed change to Article 21 in company’s bylaws under title Chairman, CEO and board secretary;

10. Approval of the proposed change to Article 30 Article 30 in company’s bylaws under title General Assembly invite;

11. Approval of the proposed change to Article 41 in company’s bylaws under title Committee Reports;

12. Approval of the proposed change to Article 45 in company’s bylaws under title Financial Reports;

13. Approval of the 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. Approval of the 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. Approval of 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. Approval of 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. Approval of the board of directors’ recommendation to not distribute dividends for the year ended 31 December 2018;

18. Approval of 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;

19. Approval of 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. Approval of the proposed amendment to Conflict of interest policy (Attachment).

1. Mr. Mohammed Ebrahim Al Shroogi, chairman

2. Mr. Abdullah Abdulaziz Al Othaim, Director

3. Mr. Adel A. Al-Maiman, Director

4. Mr. Selim Chidiac, Director and CEO

5. Mr. Sunil Bhilotra, Director

6. Mr. Brian Norman Dickie, Director and chairman of the Executive Committee

7. Mr. Abdulkareem Asaad Abu Alnasr, Director and chairman of Nomination and Remuneration Committee

8. Mrs. Sabah Khalil Almuayyed, Director and chairwoman of Audit Committee

While, Mr. Amin Mohamed El-Maghraby, Director, was absent due to health reasons

For any inquiry please contact Investor Relations at:

P: +966 11 265 1119

F: +966 11 265 6060

E: [email protected]