Title :

DividendDistributionPolicy

Content :

1.           Dividend Distribution Policy Statement

SMN Power Holding SAOG (the “Company”) is committed to delivering sustainable and long-term value to its shareholders while maintaining a strong financial position and ensuring business continuity.

This Dividend Distribution Policy (the “Policy”) establishes a transparent framework governing the declaration, recommendation, and payment of dividends, in compliance with the requirements of the Financial Services Authority (“FSA”), including Circular No. 3/2025 (“Circular 3/2025”), and applicablelawsandregulationsofOman.

2.           ObjectiveandPurposeofthePolicy

ThepurposeofthisPolicyisto:

a) enhancetransparencyandclarity to the shareholders and enable investorstomakebetter-informed decisions;

b) communicate the Company’s approach to dividend determination, timing, and disclosure;

c) balance shareholder returns with the Company’s funding requirements, debt obligations, and growth strategy; and

d) align with Muscat Stock Exchange (“MSX”) guidelines and international best practices on dividend disclosure.

3.           DividendPhilosophy

Any dividend recommendation is not guaranteed and remains dependent on the Company’s financial performance, liquidity, regulatory requirements, covenants under the financing documents, future capital expenditure requirements, prevailing market conditionsandavailabilityofdistributable profitsandsufficientcashflows.Dividend distribution may vary depending on the Company’s operational and financial outlook.TheBoardofDirectors(“Board”) of the Company may, at its discretion, recommendthedeclarationandpayment of dividends to shareholders.

TheCompanyseekstoadoptabalanced and prudent dividend approach that:

a)provide shareholders of theCompany with a stable return on investment;

b)preserves sufficient capital to support operations, maintenance, and growth of the Company;

c)  maintains adequate liquidity and solvency for the Company; and

d) protectstheCompany’slong-term financial sustainability.

4.           Formsof Dividends

Subject to the requirements of the applicablelawsandregulationsofOman, dividends may be distributed to shareholders in one or more of the following forms:

a) Cashdividends;

b) Stock dividends, if deemed appropriate; and

c) any other form permitted under applicable laws and regulatory requirements.

5.           Key Determinants for Dividend Declaration

In determining the amount and timing of any dividenddistribution,theCompany’s Boardwilltakeintoconsiderationvarious factors, including but not limited to:

a) the Company’s net profits, accumulated retained earnings, and availability of distributable reserves;

b) cash flow generation, liquidity position, and overall financial flexibility;

c) planned capital expenditure, maintenance requirements, and operational funding needs;

d) the Company’s debt profile, financing arrangements, and compliance with financial covenants;

e)prevailing macroeconomic conditions and the regulatory, operational, and market outlook of the power generation sector in which the Company operates; and

f) any applicable legal and regulatory requirements.

6.           DividendFrequency

The Company shall consider dividend distributionsonanannualorsemi-annual basis,followingtheapprovalofitsaudited financialstatementsatageneralmeeting and in accordance with applicable laws and regulatory requirements.

Declared dividendsshallaccrueonthe date ofthegeneral meetingwhich approved such dividends or any other date determined bythegeneral meeting. In all cases dividends shall accrue to the holders at the end of working hours on therecorddatewhichshallinallcasesbe a day on which banks are open for business in Oman.

7.           LegalandRegulatoryRequirements

Dividend distributions shall be made strictly in accordance with the Omani Commercial Companies Law and shall not be declared if:

a) itnegativelyaffectstheCompany'sabilitytopayitsdebts andfinancialliabilitiesontime;or

b) the dividend is paid out of fictitious profits; or

c) the Company has sustained a loss which has not been fully extinguished.

Nodistributionshallbemadeexceptfrom the audited retained earnings of the Company after deduction and setting aside the appropriations including legal and voluntary reserves (if any), and any part of the profits allocated by the Company for the increase of the share capital.

8.           ApprovalandDisclosure

Dividendrecommendationsareproposed bytheBoardandaresubjecttoapproval byshareholdersatageneralmeeting.All dividend-related announcements, including the declaration date, record date, ex-dividend date, and payment date, shall be communicated in bilingual form (English and Arabic) through relevant platforms including but not limitedtotheMSXdisclosurechannels, Muscat Clearing and Depository Company(MCD)platforminaccordance with applicable laws and regulatory requirements.

9.           Transparency

The Company shall make this Policy publiclyavailabletoensuretransparency and provide clarity to shareholders and theinvestorscommunity.ThePolicyshall be disclosed on the Company’s official website and throughthe MSX disclosure platform.

Such disclosure enables shareholders andtheinvestingpublictounderstandthe Company’s approach to dividend distribution, including its guiding principles, procedures, and factors considered in determining dividends, in accordance with applicable laws and regulations.

10.         Disclaimer

This Policy does not constitute a commitmenttodeclare or paydividends. Actual dividend declarations depend on the Company’s financial performance, cash availability, regulatory approvals, and other prevailing circumstances.

11.         Amendments

The Board of Directors reserves the right to amend this Policy from time to time in response to changes in the business environment, regulatoryupdates,variationsinfinancial performance, or strategic realignments. Anysuchamendmentsshallbeapproved by the Board and disclosed publicly in accordance with MSX rules and applicable regulatory requirements.

12.         ContactInformation

Mr.Abdullah Al Naimi

Chief Financial Officer

SMN POWER HOLDING SAOG

Email:

[email protected]

Tel:+96824935819