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ANNUAL REPORT

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From the initial public offering of Red Sea Housing in 2006 until his retirement in April 2014, he served as the company's CEO and managing director. In 2014, Red Sea Housing Services continued its efforts to implement the 2020 growth strategy, which is aimed at expanding the company's activities to many global markets and investing in the field of building materials, as well as the affordable housing sector. Red Sea Housing Services will continue to strengthen our earnings quality by delivering more recurring revenue that.

Red Sea Housing Services Company's ability to coordinate between various manufacturing facilities, shipping services and construction sites has made the company a leader in providing comprehensive housing solutions in remote areas around the world. The first built manufacturing facility for the company is located in Jubail, Saudi Arabia. Adopting the company's extensive knowledge in the fields of design, planning, production and project implementation are some of the elements that enable Red Sea Housing Services to provide high quality and trustworthy products and services.

MAJOR EVENTS OF 2014

The company will try to seize the right opportunity to start work at the factory once the situation in the region stabilizes and general business conditions return to normal. During the Extraordinary General Assembly that was held for the shareholders, it approved the amendment of Article (17) of the bylaws of the company to increase the number of new Board members from (9) to (12). In addition, the company attracted a number of executives to fill newly created positions and contribute to the development of various business units, which include Finance, Marketing and Sales, IT and Operations.

Such restructuring is necessary for the future development of the company for better competitiveness on the local, regional and global front.

In response, management continues to diversify the business platform, both by sector and geography. Specifically, increased focus on expanding the services and products we sell and lease throughout the Industrial Housing Division accelerates the growth and profitability of the Building Materials platform. Each of management's core strategies offers broader markets, products and services to grow, strengthen and diversify Red Sea Housing.

In addition, management is aggressively pursuing organic and acquisition opportunities to expand our global offering and geographic footprint to deliver greater value to our customers and shareholders.

The hull chart does not include revenue for subsidiaries in Qatar, Libya, Nigeria and Mozambique as they did not generate any revenue during the financial year ending December 31, 2014.

REVENUE BY

GEOGRAPHICAL AREAS

MAJOR CHANGES

IN OPERATING RESULTS

RED SEA HOUSING SERVICES (GHANA) LIMITED

SARL RED SEA HOUSING SERVICES ALGERIA LIMITED

RED SEA HOUSING SERVICES COMPANY (QATAR) LLC

RED SEA HOUSING SERVICES COMPANY NIGERIA LIMITED

RED SEA HOUSING SERVICES COMPANY DUBAI FZE

RED SEA HOUSING SERVICES COMPANY (PAPUA NEW GUINEA)

RED SEA HOUSING SERVICES COMPANY (LIBYA)

RED SEA BUILDING MATERIALS AND EQUIPMENTS TRADING

PREMIER PAINTS COMPANY

RED SEA SPECIALIZED INVESTMENTS COMPANY

RED SEA HOUSING SERVICES (MOZAMBIQUE) LDA

RED SEA HOUSING SERVICES LLC (OMAN)

RED SEA HOUSING SERVICES PTY LTD (AUSTRALIA)

RED SEA AFFORDABLE HOUSING COMPANY

RED SEA RESIDENTIAL CITY COMPANY

RED SEA REAL ESTATE DEVELOPMENT COMPANY

MAJOR SHAREHOLDERS

Dividend Policy

SHAREHOLDINGS

BANK BORROWINGS

During the first quarter of 2011, the company signed a medium-term loan agreement with the National Commercial Bank in Saudi Arabia. The total loan is repaid and there is no outstanding balance as of December 31, 2014. The amount drawn and the amount paid shown in the table above against short-term loans represents the total withdrawal and total repayment made during FY2014.

During the first quarter of 2013, the company signed a medium-term loan agreement with the National Commercial Bank of Saudi Arabia for an amount of SAR 125 million for the construction of industrial labor camps and facilities for GS Engineering in the Western Province region of Saudi Arabia . During the second quarter of 2013, the company signed a medium-term loan agreement with SABB Bank in Saudi Arabia for an amount of SAR 50 million to finance the subsidiary's acquisition of 81% of the shares in Premier Paint Company. Trading Company for Building Materials and Equipment of the Red Sea. In addition, part of the loan was earmarked for capital expenditure to modernize the paint factory and its assets.

As of December 31, 2013, the credit utilization reached SAR 44 million and the company decided not to do so. An early repayment of SAR 5.50 million was paid against this loan during FY2013. During 2014, the company utilized an additional amount of SAR 7 million from the existing facility and repaid a total of SAR 8 million.

As of December 31, 2014, the loan balance was SAR 37.50 million, which will be repaid in quarterly installments until July 3, 2018. During the second quarter of 2014, the company signed a medium-term loan agreement with the National Commercial Bank in Saudi Arabia in the amount of SAR 50 million to build the professional men's camp for the Saudi Mining Company (Ma'aden) in Turaif in Saudi Arabia.

Convertible Debt Instruments

Conversion or Subscription Rights

Callable Debt Instruments

BOARD OF DIRECTORS

The Extraordinary General Meeting (EGM) held on the amendment of Article (17) of the company's bylaws approved to increase the number of members of the Board from (9) to (12). During the EGM held over, the shareholders approved the appointment of the three Board members to fill the newly created seats. Board Name Classification Membership in Other Companies Membership in RSH Committees 1 H.E. Chairman of the Board) Non-Executive Petromin Company.

BOARD MEETINGS AND

RECORD OF ATTENDANCE

There was a number of changes in the structure of the Board of Directors during FY2014, which was as follows

During fiscal 2014, the company continued involvement in a number of contracts in which some board members have interests. Premier Paint Company (PPC), a subsidiary of Red Sea Housing Services Company, entered into contracts with Petromin Company in the financial year 2014 for an amount of SAR against the sale and application of paint products by PPC, whereby H.E. Amr Abdullah Al Dabbagh is Chairman of the Board of Directors of Petromin Company and Red Sea Housing Services Company.

This item will be included in the Agenda for the upcoming General Meeting for voting by shareholders, and to approve the contracts for FY 2015, to purchase housing units. During FY 2014, the Company entered into contracts with Gulf General Cooperative Insurance Company (GGCIC) amounting to SAR to provide insurance products and services to RSH, where Mr. Premier Paint Company (PPC), a subsidiary of Red Sea Housing Services Company signed contracts with Petromin Company during FY 2014 in the amount of SAR for the sale and application of paint products by PPC, where Mr.

The Company signed contracts with Gulf General Cooperative Insurance Company (GGCIC) amounting to SAR to provide insurance products and services to RSH, where Dr. Saleh Mohammed Binladen, who was appointed as a member of the Board of Directors in 2014, to rent a property he owns in Rabigh to build the camp for GS Engineering, for an annual sum of SAR 883,390.95. Related parties mainly consist of Dabbagh Group Holding Company Limited and its affiliated entities (collectively the "Dabbagh Group") which are the major shareholders of the company and the Group's minority shareholders and their affiliated entities.

Eurotech Projects Development, Qatar Minority shareholder in subsidiary, Red Sea Housing Services Company LLC, Qatar. Petromin Company, Saudi Arabia A subsidiary of the Company, as it is a subsidiary of major shareholder Dabbagh Group Holding Company Limited.

REMUNERATION OF

  • Waiving of Remunerations and Compensations
  • Waiving of Dividends
  • Statutory Obligations
  • Reserves for Employee Benefits
  • Declaration of Board of Directors
  • Audit Report and Financial Statements

The following tables illustrate the end-of-service benefits allocated to the Company's staff for the periods ended December 31, 2013 and 2014. The audit report confirms that the consolidated financial statements are free from material misstatement and the accounts have not been qualified. These committees are formed by the Board and have a crucial role to help the Board to carry out the entrusted tasks to achieve optimal performance and benefit from the expertise of their members.

Executive Committees

Audit Committee

Nomination and Compensation Committee

Risks Related to the Business

Cost and Availability of Raw Materials

Competition

Cyclical Nature of Business

Business Interruption

Governmental Regulations

Dependence on Executive Officers and Other Key Personnel

Currency Exchange

Political Risk

  • Sanctions and Penalties Imposed on the Company
  • Results of Annual Review of the Effectiveness of
  • Social Corporate Responsibilities
  • Shareholders and Investors Relations
  • List of Corporate Governance Rules Issued by CMA

The Capital Market Authority (CMA) announced the issuance of a resolution of the CMA Board imposing a fine of SAR 30,000 on Red Sea Housing Services Company for violating clause (B) of Article (40) of the Rules of The listing, in which the company delayed disclosing to the public the invitation of the Extraordinary General Assembly that includes the recommendation to increase its share capital, as the company published the announcement less than two hours after the start of the trading session on 12/03/ 2014. In 2014, the company's operations underwent periodic reviews by the Internal Control Department and the External Auditor to ensure the effectiveness of internal control procedures in protecting the company's assets, assessing operational risks and measuring the efficiency of overall performance . The External Auditor has also assessed the effectiveness of the systems and procedures through the performance of the consolidated review where no material weaknesses were found in the company's internal control system.

This reflects the Audit Committee's assurance about the effectiveness of the internal control procedures. Red Sea Housing is committed to the communities we serve, from Algeria to Papa New Guinea. This comprehensive approach to housing, which encompasses more than just physical infrastructure, extends to every pillar of the Red Sea Housing Group through products and services.

One example of this is La Ollennu Basic School in Accra where Red Sea Housing donated a 4-classroom school to benefit children's education in Ghana. Red Sea Housing Services takes the responsibility of keeping investors and shareholders informed of its performance and activities during the year through the annual report as well as the ongoing announcements of significant developments that may arise and impact its financial situation. have , which is posted on the official website of Tadawul and RSH website in addition to other media channels according to the rules and regulations of CMA and other authority parties. The company also takes the necessary measures to ensure the delivery of unclaimed dividends that customers have not received because they have not updated their bank information properly.

Red Sea Housing Services Company ensures compliance with the corporate governance rules and regulations set out in the company's articles of association and published by the Ministry of Trade and Industry regarding shareholder rights and ongoing transparency obligations. 1 11 (b) The responsibilities of the board of directors must be clearly stated in the articles of association of the company.

ANNUA

L REPOR T

BOA RD OF D

IREC TOR

S A NNUA L REPOR

TO SHA

INA NC IAL YEA R

EMBER 201 4

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