Arabian Centres Company “Cenomi Centers” AGM Agenda

Arabian Centres Company “Cenomi Centers”

AGM Agenda – 21 June 2023

1. Reviewing and discussing the Board of Directors Report for the short financial year ended 31-Dec- 2022.

2. Voting on the Company's Auditor's Report for the short financial year ended 31-Dec-2022.

3. Reviewing and discussing the Company's Financial Statements for the short financial year ended 31- Dec-2022.

4. Voting on discharging the Board of Directors members from their liabilities related to the management of the company during the short financial year ended 31-Dec-2022.

5. Voting on delegating the Board of Directors to distribute interim dividend, either semi-annually or quarterly, for the upcoming financial year ending 31-Dec-2023.

6. Voting on appointing the External Auditor of the Company among the nominees based on the recommendation of the Audit Committee, to review and audit the Company’s quarterly and annual financial statements for the second, third and annual periods of financial year ended 31-Dec-2023.

In addition, the first quarter of financial year ended 31-Dec-2024 and determine their fees.

7. Voting on the payment of a remuneration to the Board of Directors previous and current members amounting to SAR 2,034,252 for the short financial year ended 31-Dec-2022.

8. Voting on delegating the AGM authority to approve related parties’ transactions to the Board of Directors, as stated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the AGM’s approval or until the end of the Board of Directors term, whichever is earlier, and according to the conditions stated in the “Implementing Regulations of the Companies Law for Listed Joint Stock Companies”.

9. Voting on the businesses and contracts that will be conducted between the Company and Lynx Contracting Company, where BoD members Mr. Fawaz Al-Hokair and Eng. Salman Al-Hokair have an indirect interest, which are contracts for the establishment and development of commercial centers belonging to the company in various cities in the Kingdom, without preferential terms, where the value of transactions for the short financial year ended 31-Dec-2022 amounted to SAR 275,070,858.

(Attached)

10. Voting on the businesses and contracts that will be conducted between the Company and Fawaz Abdulaziz Al Hokair & Co and its subsidiaries., where BoD members Mr. Fawaz Al-Hokair, Eng. Salman Al-Hokair, Mr. Mohamad Mourad and Mr. Abdulmajeed Albasri have an indirect interest in them, which are lease contracts for rental spaces in several commercial centers belonging to the company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 209,240,818. (Attached)

11. Voting on the businesses and contracts that will be conducted between the Company and NESK Trading Project Company, where BoD members Mr. Fawaz Al-Hokair, Eng. Salman Al-Hokair, Mr.

Mohamad Mourad and Mr. Abdulmajeed Albasri have an indirect interest in it, which are lease contracts for leasing spaces in several commercial centers belonging to the Company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 44,047,937. (Attached)

12. Voting on the businesses and contracts that will be conducted between the Company and Tadaris Najd Security Est., where the BoD member Eng. Salman Al-Hokair has an indirect interest in it, which are security services contracts for all the commercial centers of the company, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR (46,450,654). (Attached)

13. Voting on the businesses and contracts that will be conducted between the Company and Sala Entertainment Company, where the BoD member Eng. Salman Al-Hokair has an indirect interest in it, which are lease contracts for rental spaces in several commercial centers belonging to the Company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 24,466,350. (Attached)

14. Voting on the businesses and contracts that will be conducted between the Company and Muvi Cinema Company, where the BoD member Mr. Fawaz Al-Hokair has an indirect interest in it, which are lease contracts for rental spaces in several commercial centers belonging to the Company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 31,634,206. (Attached)

15. Voting on the businesses and contracts that will be conducted between the Company and Abdulmohsin Al-Hokair for Tourism and Development Group, where BoD members Mr. Fawaz Al- Hokair and Eng. Salman Al-Hokair have an indirect interest in it, which are lease contracts for rental spaces in several commercial centers belonging to the Company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 16,356,992. (Attached)

16. Voting on the businesses and contracts that will be conducted between the Company and Innovative Union Co. Ltd., where BoD members Mr. Fawaz Al-Hokair, Eng. Salman Al-Hokair, Mr. Mohamad Mourad and Mr. Abdulmajeed Albasrihave an indirect interest in it, which are lease contracts for rental spaces in several commercial centers belonging to the company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 14,269,622. (Attached)

17. Voting on the businesses and contracts that will be conducted between the Company and Food Gate Company, where BoD members Mr. Fawaz Al-Hokair, Eng. Salman Al-Hokair, Mr. Mohamad Mourad and Mr. Abdulmajeed Albasri have an indirect interest in it, which are lease contracts for leasing spaces in several commercial centers belonging to the Company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 12,109,685. (Attached)

18. Voting on the businesses and contracts that will be conducted between the Company and Majd Business Co. Ltd., where BoD members Mr. Fawaz Al-Hokair and Eng. Salman Al-Hokair have an indirect interest in it, which are lease contracts for rental spaces in several commercial centers belonging to the company in various cities in the Kingdom, without preferential terms, where the value of transactions for the financial year ended 31-Dec-2022 amounted to SAR 13,815,020.

(Attached)

Audit Committee Annual Report To Shareholders

Presented at the

General Assembly

For the Financial Year 2022 (April 1, 2022 to December 31, 2022)

Report Date

May 4, 2023

AUDIT COMMITTEE REPORT TO THE SHAREHOLDERS For the Financial Year 2022

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INTRODUCTION

This report summarizes the Audit Committee activities from April 1, 2022, to December 31, 2022 and how it has discharged its duties towards the shareholders of Cenomi Centres (CC).

Current audit committee comprises three members:

• Mr. Fahad AlKhorayef (AC Chairperson).

• Mr Turki AlDayel (Independent Board member).

• Mr. Wissam Moukahal (Member).

It should be noted that part of this report presents the activities of the previous audit committee which term expired on June 18, 2022 since the current audit committee members were elected by the General Assembly on June 16, 2022, with a term that starts on June 19, 2022 and expires on June 18, 2025.

Previous Audit Committee members: (Active membership until June 18, 2022)

• Dr. Bernard Higgins (AC Ex-Chairperson and Independent Board member).

• Mr. Fahad AlKhorayef (Independent).

• Mr. Nadim Shabsogh.

CC is compliant with article 54 of Capital Market Authority (CMA) Corporate Governance Regulations, which require the audit committee to have at least one independent director and that no executive director is among its members. The Audit Committee current composition is sufficient to exercise their judgment in an informed and impartial manner to fulfil its mandated responsibilities, overseeing financial reporting, related parties’ transactions, conflicts of interest, risk management, internal control environment, internal audit, and external audit processes.

The Audit Committee has adopted appropriate formal terms of reference in its charter, approved by the General Assembly, in line with the requirements of articles 54 to 59 of (CMA) Corporate Governance Regulations and section 9 of CC Corporate Governance Manual. The Committee should meet at least four times per annum as per its approved terms of reference and conduct its affairs in compliance with its charter.

AUDIT COMMITTEE REPORT TO THE SHAREHOLDERS For the Financial Year 2022

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AUDIT COMMITTEE MEETINGS

The Audit Committee held eight (7) meetings from April1, 2022, to December 31, 2022. Meetings were attended by all Committee members as well as the Chief Executive Officer. The Chief Financial Officer was invited to meetings related to financial matters:

Meeting Date Fahad AlKhorayef Turki AlDayel Wissam Moukahal

1 22 June 2022 Present Present Present

2 28 June 2022 Present Present Present

3 16 August 2022 Present Present Present

4 13 September 2022 Present Present Absent

5 5 October 2022 Present Present Present

6 8 November 2022 Present Present Present

7 6 December 2022 Present Present Present

The Audit Committee held several meetings with the external auditors to discuss the financial statements audit process, management’s co-operation with the external auditors, their sharing of information and whether there were any unresolved issues. The Committee chairperson also invited the external auditors to contact him at any time to report any incidents or matters that require AC’s support. No such matter was highlighted during FY 2022. Minutes of each Committee meeting were approved and subsequently presented to the Board.

SUMMARY OF AUDIT COMMITTEE ACTIVITIES

The Audit Committee reports regularly to the Board on its activities, deliberations, and recommendations in discharging its duties and responsibilities as set out in its charter. The main activities undertaken by the Audit Committee during the year were as follows:

Financial Reporting:

a. Reviewed the quarterly and annual financial statements of the company, discussed it with the external auditors and the chief financial officer, focusing particularly on significant changes to accounting policies and practices, significant or unusual events, compliance with accounting standards and other legal requirements, and ensured there are no unresolved issues prior to recommending the same to the Board of Directors for approval.

b. Audit Committee was satisfied with the external auditors’ unqualified opinions and recommended that the quarterly and annual financial statements be approved by the Board.

External Audit:

a. Reviewed the performance and assessed the external auditor independence, quality of processes, communications, and performance during the audit.

AUDIT COMMITTEE REPORT TO THE SHAREHOLDERS For the Financial Year 2022

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b. Discussed with the external auditor the financial audit process, external audit plan, management cooperation, important and unresolved issues, as well as quarterly and year end audit results.

c. Recommended to the Board the appointment of external auditors and their remuneration to review financial statements for the 2nd 3rd and 4th Quarters of 2023 and audit the annual F/S of 2023.

Compliance, Risk Management, and Internal Controls:

a. Reviewed the major risks facing the Company and discussed their mitigation plans with the management to ensure appropriate internal controls are implemented.

b. Reviewed the contracts and related party transactions during the year to ensure compliance with the relevant laws, regulations, and related internal policies and reported its recommendations to the Board in connection therewith (separate RPT reports were sent to the Board).

c. Evaluated the overall adequacy and effectiveness of the system of internal controls based on the results of work performed by internal auditors, which showed reasonable improvements up to end of December 2022.

Internal Audit:

a. Reviewed the adequacy of resources and reporting structure of the internal audit department to execute the audit plan effectively and independently.

b. Approved the annual internal audit plan for financial year 2023.

c. Held several meetings with the Internal Audit Director to ensure that his functions are executed effectively and objectively and independently from management. The Committee was satisfied that the internal auditors independence and objectivity were preserved and that the internal audit function is operating effectively as per its charterand risk based audit plan.

d. Reviewed internal audit findings arising from the work carried out by the internal audit department and followed up on management commitment to implement corrective remedial actions and measures.

Audit Committee Chairperson Fahed AlKhorayef

May 4, 2023