Saudi Automotive Services Company (SASCO)

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The Extraordinary General Assembly Meeting

Fourteen

Saudi Automotive Services Company

(SASCO)

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Meeting’s Agenda

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The Agenda

1. Reviewing and discussing the report of the Board of Directors for the fiscal year ending on December 31, 2022.

2. Voting on the auditor's report for the fiscal year ending on December 31, 2022, after discussing it.

3. Reviewing and discussing the company's consolidated financial statements for the fiscal year ending on December 31, 2022.

4. Voting to appoint the company’s auditor from among the candidates based on the audit committee’s recommendation, to examine, review and audit the interim and annual financial statements from the fiscal year 2023 and the first quarter of 2024, and determine their fees.

5. Voting on absolve the members of the Board of Directors from liability for the fiscal year ending on December 31, 2022.

6. Voting on amending the company's bylaw to align it with the new companies' bylaws (according to attach).

7. Voting on amending the policies, standards and procedures for membership in the Board of Directors and Executive Management (according to attach).

8. Voting on amending the Audit Committee's regulation, the controls and procedures of the committee's work, its tasks, the rules for selecting its members, the rules for selecting its members, and their remuneration (according to attach).

9. Voting on amending the Nominations Committee's regulation, the controls and procedures of the committee's work, its tasks, the rules for selecting its members, term to nominate their membership, and their remuneration (according to attach).

10. Voting on amending the Remuneration Committee's regulation, the controls and procedures of the committee's work, its tasks, the rules for selecting its members, term to nominate their membership, and their remuneration (according to attach).

11. Voting on amending the remuneration policy for members of the Board of Directors, committees and executive management (according to attach).

12. Voting to pay a reward to the members of the Board of Directors, with a total amount of 3,150,000 riyals for the fiscal year 2022.

13. Vote to authorize the Board of Directors to distribute interim cash dividends to shareholders on a semi-annual or quarterly basis for the fiscal year 2023.

14. Voting on the Board of Directors delegating the authority of the Ordinary

General Assembly to the license mentioned in Paragraph (1) of Article (27) of

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the Companies Bylaw, for a period of one year from the date of approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions mentioned in the controls And the regulatory procedures issued in implementation of the Companies Law for listed joint stock companies.

15. Voting of business deals and contracts to be executed between SASCO and Nahaz, in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammad Alhudaithi and Mr. Sultan Mohammad Alhudaithi, the dealings with the Ustool Alnaql Company (a subsidiary company) leasing a site from the Nahaz Company by (annually 787,000 riyals) for one year to use as a headquarters and a residence for labor, based on non- preferential terms (according to attach).

16. Voting of business deals and contracts to be executed between SASCO and Mulkia Investment Co., in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, for the purpose of managing an investment portfolio of SAR 50 million with Ahli Capital Investment Company, it ends with a written notice between the two parties, based on non-preferential terms (according to attach).

17. Voting of business deals and contracts to be executed between Zaiti Petroleum Services Co. (subsidiary) and Nahaz Investment Co., in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi and Mr. Sultan Mohammed Alhudaithi, whereby Zaiti Petroleum Services Co. leases two stations (number 1 and 2) from Nahaz Investment Co. for an annual cost of SAR1.4 million and a period of ten years starting from 01/01/2018, subject to renewal, based on non- preferential terms (according to attach).

18. Voting of business deals and contracts to be executed between Zaiti Petroleum Services Co. (subsidiary) and Al-Madaen Star Group, in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Zaiti Petroleum Services Co. leases station number (8) from Al-Madaen Star Group for an annual cost of SAR 300,000 and a period of ten years starting from 04/29/2020, based on non- preferential terms (according to attach).

19. Voting of business deals and contracts to be executed between Zaiti Petroleum Services Co. (subsidiary) and Al-Madaen Star Group, in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Zaiti Petroleum Services Co. leases station number (10) from Al- adaen Star Group for an annual cost of SAR 1 million and a period of ten years starting from 04/29/2020, based on non- preferential terms (according to attach).

20. Voting of business deals and contracts to be executed between Zaiti Petroleum Services

Co. (subsidiary) and Al-Madaen Star Group, in which some members of the board of

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directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Zaiti Petroleum Services Co. leases station number (11) from Al-Madaen Star Group for an annual cost of SAR 350,000 and a period of eight years starting from 01/05/2020, based on non- preferential terms (according to attach).

21. Voting of business deals and contracts to be executed with Nahaz Investment Co., in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi and Mr. Sultan Mohammed Alhudaithi, whereby Nahaz Investment Co. enters into a contract to purchase fuel for one year, noting that the total contract value amounted to SAR 104,975.81 in 2022, on non-preferential terms (according to attach).

22. Voting of business deals and contracts to be executed with Al-Madaen Star Group, in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Al-Madaen Star Group enters into a contract to purchase fuel for one year, noting that the total contract value for 2022 amounted to SAR 311,036, on non- preferential terms (according to attach).

23. Voting of business deals and contracts to be executed with Zawaya Real Estate Co., in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Zawaya Real Estate Co. enters into a contract to purchase fuel for one year, noting that the total contract value for 2022 amounted to SAR 14,795.08, on non-preferential terms (according to attach).

24. Voting of business deals and contracts to be executed with Fungate Co., in which some members of the board of directors have an indirect interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Fungate Co. enters into a contract to purchase fuel for one year, noting that the total contract value for 2022 amounted to SAR 39,249.50, on non-preferential terms (according to attach).

25. Voting of business deals and contracts to be executed between company and Fungate Co., in which some members of the board of directors have an indirect interest in it, Mr.

Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and Mr. Sultan Mohammed Alhudaithi, whereby Fungate Co. leases residential rooms within station number (2) for one year, noting that the total contract value for these deals amounted to SAR 50 thousand in 2022, on non-preferential terms (according to attach).

26. Voting of business and contracts that will be concluded between SASCO and Mulkia

Investment Co., in which some members of the board of directors have an indirect

interest in it, Mr. Ibrahim Mohammed Alhudaithi, Mr. Majed Mohammed Al-Othman and

Mr. Sultan Mohammed Alhudaithi, these dealings are a water supply agreement with

Rogovi through an investment water fund for a period of three years as of December

2020, noting that there are no transactions during the year 2022 and there are no

preferential terms in these businesses and contracts (according to attach).

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Audit committee report

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Business and contracts

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A proposal to amend company's bylaw

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Saudi Automotive Services Co.

A proposal to amend of company bylaw

After amendment Before amendment

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The company has the right to make new companies alone, (The capital of the joint stock company must not be less than five hundred thousand Saudi Riyals. The paid capital at the time of incorporation shall not be less than a quarter). It is permissible for the company to have shares and stocks in other in business companies or merge with them. It has the right to participate with others in the establishment of joint stock companies or limited liabilities, upon meeting those official requirements of the regulations and instructions in this regard. The Company may also dispose of such shares or stock, provided that this does not include brokerage in their trading.

The company has the right to make new companies alone (Limited liability or the joint stock company). but the capital here shall be not less than (5) millions Saudi Riyals.

It is permissible for the company to have shares and stocks in other in business companies or merge with them. It has the right to participate with others in the establishment of joint stock companies or limited liabilities, upon meeting those official requirements of the regulations and instructions in this regard. The Company may also dispose of such shares or stock, provided that this does not include brokerage in their trading.

Article Four: Participation and Ownership in Companies 1.

The company's capital is set at (600,000,000 Saudi Riyals) only six hundred million Saudi Riyals only divided into 60,000,000 (shares) only sixty million nominal shares of equal value, the value of each of which is (10 Saudi Riyals) only ten Saudi Riyals only, and all of them are ordinary shares.

The issued capital may be increased by a resolution of the company's board of directors within the limits of the authorized capital, provided that the issued capital has been fully paid.

The company's capital is set at (600,000,000 Saudi Riyals) only six hundred million Saudi Riyals only divided into 60,000,000 (shares) only sixty million nominal shares of equal value, the value of each of which is (10 Saudi Riyals) only ten Saudi Riyals only, and all of them are ordinary shares.

Article Seven: Capital 2.

The shareholder shall have the rights related to the share.

It includes the right to dispose of it, the right to attend the shareholders' assemblies, to participate in its deliberation and vote on its resolutions. He has the right The stock will have an equal liabilities and rights and the

shareholder will have all rights related to the stock [articulary the right to get his dues from the shares' net profits and the right to get some of the company's assets

Article Nine: Rights

Associated with the Share

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to receive his due from net profits to be distributed. He has the right to elect the members of the board of directors. He has the right to access the company's records and documents without prejudice to the confidentiality of information, monitoring the work of the board and filing a liability lawsuit against the members of the board: challenging the invalidity of the decisions of the shareholders' assemblies and the right to a share of the company's assets upon liquidation.

upon liquidation process .He is allowed to attend the Shareholders Association and participating in its deliberation and voting on its resolutions .He has the right to verify the company's books, documents and to control the Board of directors works. He can file a liability lawsuit against the members of the Board: and challenging the invalidity of the decisions of the shareholders' assemblies as per the restrications and conditions stated in the companies law or this memorandum of association.

The shareholder must pay the remaining due balance on time. In the event he fails, the Board of Directors has the right, after notifying him by the methods prescribed in the Company's Memorandum of Association or notifying him by registered letter or by any means of modern technology, selling the share in public auction or Stock market, as the case may be, provided that other shareholders shall have priority in purchasing the shares of the defaulting shareholder.

The company shall get back from the sale amounts its dues balance. If the amounts of the sale are not sufficient to meet these amounts, the company may collect the remaining balance other shareholders' funds.

The rights relating to the shares for those who fail to pay their value shall be suspended at the expiry of the date specified for them until they are sold or the due is paid, including the right to receive a share of the net profits to be distributed and the right to attend the assemblies and vote on their resolutions. However, the shareholder who The shareholder must abide to pay the share value on due

time as specified .In the event he fails to pay on due date, the Board of directors has the right to sell the share in the public auction or the stock market, as the case may be, in accordance with the controls determined by the competent authority. However, the shareholder must be notified through the share sale in the official paper or at trading site or informing him by registered letter. The company will here get back its dues and to pay the remaining balance to the shareholder .In event the sale amount is not enough to cove the dues,the company may get it from the holder's funds .However the default shareholder has the right to pay the due amount till the date of sale but expenses spent by the company shall be added .

The company will delete the sold share in accordance to this article .The new buyer will be given new share having the same number of the deleted one .The shares record will be updated of the sale with the buyer details .

Article Eleven: Sale of unfulfilled Shares

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fails to pay until the day of sale may pay the value due from him plus the expenses incurred by the company. In this case the shareholder has the right to request for the profits to be distributed.

The company will delete the sold share in accordance to this article .The new buyer will be given new share having the same number of the deleted one .The shares record will be updated of the sale with the buyer details . The Company's shares shall be traded in accordance with the provisions of the Stock Market Law and its Implementing Regulations.

The Company's shares shall be traded in accordance with the provisions of the Stock Market Law.

Article Fourteen: Shareholders Register

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1. The extraordinary general assembly may decide to increase the issued or authorized capital of the company, if any. But the capital must be paid fully. The capital is not required to have been paid in its entirety if the unpaid portion of the capital belongs to shares issued against the conversion of debt instruments or financing instruments into shares and the period for their conversion into shares has not yet expired.

2. The extraordinary general assembly may, in all cases, allocate the issued shares upon increasing the capital or part thereof to the employees of the company, or its subsidiaries. The shareholders are prevented from applying the right of priority when the company issues the share to the employees. The competent authority may set the guidelines and procedures for allocating shares to employees of the company or in subsidiaries or some of them.

1. The extraordinary general assembly may decide to increase the capital of the company, if any. But the capital must be paid fully. The capital is not required to have been paid in its entirety if the unpaid portion of the capital belongs to shares issued against the conversion of debt instruments or financing instruments into shares and the period for their conversion into shares has not yet expired.

2. The extraordinary general assembly may, in all cases, allocate the issued shares upon increasing the capital or part thereof to the employees of the company, or its subsidiaries or some of them. The shareholders are prevented from applying the right of priority when the company issues the share to the employees.

3. The shareholder who owns the share at the time of the extraordinary general assembly resolution which approves the increase of the capital shall have the Article Fifteen: Capital Increase

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3. The shareholder who owns the share at the time of the extraordinary general assembly resolution which approves the increase of the issued capital or the resolution of the board of directors that is to approve its increase within the limits of the permitted capital shall have the priority to subscribe in the new shares that are issued against cash shares. Those shareholders will be notified of their priority. They must be informed of the capital increase, the trading conditions, issuance and expiry dates by registered mail sent to the shareholder's address given in the shareholders register or through the new technological means. The share type and Category shall be taking in account.

4. The General Extraordinary assembly shall suspend the priority concept for the shareholders during the process of increasing the capital against cash shares by granting priority to none shareholders in cases it deems appropriate for the interest of the company.

5. The shareholder has the right to sell or assign to others whether from the company's shareholders or others – the priority rights or part of them by the price and conditions been agreed upon. This is to be during the subscription period of the new shares which are specified in the capital increase resolution against cash shares. Such period must not be less than (Fifteen) days.

6. The registered shareholder who sells or assigns to third parties the priority rights or some of them must priority to subscribe in the new shares that are issued

against cash shares. Those shareholders will be notified of their priority via publishing at trading site or by registered letter about the decision of increasing the capital, the conditions of subscription, the manner of subscription, the date of its commencement and expiry date.

4. The General Extraordinary assembly shall suspend the priority concept for the shareholders during the process of increasing the capital against cash shares by granting priority to none shareholders in cases it deems appropriate for the interest of the company.

5. The shareholder has the right to sell the priority right or to assign it effective the issuance date of the general assembly's resolution to increase the capital till the last day of trading in the new shares that are related to such rights as per the giddiness setforh by the competent authority.

6. Subject to the provisions of paragraph (4) of this Article, the new shares shall be distributed to the holders of priority rights who requested subscription in proportion to their priority rights of the total priority rights resulting from the capital increase. But the amount they receive must not exceed what they requested from the new shares. The remaining of the new shares shall be distributed to the holders of priory rights who have requested more than their share, in proportion to the priority rights they own out of the total priority rights resulting from the capital

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inform in writing the company -the reason for sale or assignment. He has to state the buyer name or the one who bought or acquired these rights, his nationality, place of residence, profession and the number of rights sold or assigned. Such person shall replace the selling or assigning shareholder in exercising the right to subscribe to the new shares in the amount of the priority rights purchased or obtained.

7. The shareholder of the priority right, whether a registered shareholder or a person who purchased or obtained the priority right under paragraph (5) of this Article, shall lose his right to subscribe to new shares issued against cash shares if this right is not exercised at the end of the last day of the subscription period.

8. Subject to the provisions of paragraph (4) of this Article, the new shares shall be distributed to the holders of priority rights who requested subscription in proportion to their priority rights of the total priority rights resulting from the capital increase. But the amount they receive must not exceed what they requested from the new shares. The remaining of the new shares shall be distributed to the holders of priory rights who have requested more than their share, in proportion to the priority rights they own out of the total priority rights resulting from the capital increase, provided that what they receive does not exceed what they have requested from the new shares. The remaining shares shall be offered to third parties, increase, provided that what they receive does not

exceed what they have requested from the new shares. The remaining shares shall be offered to third parties, unless the extraordinary general assembly or the Stock Market Law provides otherwise.

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unless the extraordinary general assembly or the Stock Market Law provides otherwise.

1. The extraordinary general assembly has been given the authority to reduce the capital if it is more than the company's necessity or if it suffers losses. In the latter case alone, the company can reduce the capital for less than the limit stated in Article Number (fifty- nine) of Companies Law. The resolution shall not be issued unless there is a recitation of the General Assembly statement shall be prepared by the Board of directors where the reduction of capital's reasons, the company's resulted obligations, reduction effect on due payment must be stated.

Report of the auditor of accounts must be attached to this statement. The said statement may be presented to the shareholders in cases where the resolution of the General Assembly is taken by passing.

2. In the event the capital reduction is due to its excess of the company's needs, creditors shall be invited to express their objections, if any, before at the reduction of ( Forty five days ) of the date specified for the General Assembly Extraordinary meeting where the reduction subject will be deliberated .The invitation for the meeting shall have statement where the capital before and after reduction are stated. Also the meeting time, agenda, validity of capital reduction shall be clearly mentioned. If any of the creditors objects the reduction and submits to the company his supporting documents on the said date, 1. The extraordinary general assembly has been given

the authority to reduce the capital if it is more than the company's necessity or if it suffers losses. In the latter case alone, the company can reduce the capital for less than the limit stated in Article Number (fifty- four) of Companies Law. The resolution shall not be issued unless there is a recitation of the accounts auditor's report that showing the reasons for such reduction and the consequences obligation to the company. The reduction effects on the obligations must be mentioned.

2. In the event the capital reduction is due to its excess of the company's needs, creditors shall be invited to express their objections within sixty days of the reduction resolution date published on a daily paper distributed in the region where the company's headquarter is located .The objection of one creditors must be submitted on the said date along with supporting documents .Here the Company shall pay him his Credit if it is due, or to provide him with sufficient guarantee to pay it if it is not due.

Article Sixteen: Capital Reduction

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the company shall pay him his credit if it is due or to give him with sufficient guarantee to pay it if it is not yet due . The creditor who has notified the company of his objection of the reduction and his credit has not been paid if it is due, or providing sufficient guarantee for its payment if it is not yet due, may apply to the competent judicial authority before the meeting of the general assembly to decide on the matter. The juridical competent authority has the right to judge a payment of the debit or a submission of sufficient guarantee or to postponed the meeting of the Assembly as circumstances require.

3. The reduction shall not be considered for the creditor who has submitted his request

On the time as stipulated on paragraph number (2) of this Article unless part of his debt is due or he has obtained sufficient security to settle what has not become due.

1. The company has the right to issue debit instruments or funding deeds applicable for trading. But the resolution must be issued by the extraordinary general assembly specifying the maximum number of shares that may be issued against such instruments or deeds, whether such instruments or deeds are issued simultaneously, through a series of issuances, or through one or more issuance programs.

The Board of Directors shall, without the need for new approval from this Assembly, issue new shares against those instruments or deeds whose holders request 1. The Company has the right to issue instruments and

deeds which are compatible with the Islamic doctrine provisions in part or in several parts through one issuance or serial of issuance from time to time. The board of directors shall decide the issuance amounts, conditions without referring the matter to the general assembly of the shareholders in this regard. However the bonds and deeds value shall not exceed the company's capital.

2. The company board of directors have the authority to take the necessary arrangement for the issuance of Article Seventeen: Issuance of

Bonds and Deeds

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their transfer immediately upon the expiry of the transfer ship period as specified for the holders of such instruments or deeds, or when the conditions for their automatic transfer into shares are met or upon the lapse of the period specified for such transfer. The board of Directors will take necessary action for the amendment of the company Memorandum of Association in respect of the shares and capital . 2. The Board of Directors must register the completion

process of capital increase in the Commercial Registry.

bonds and deeds. He is permitted to get the required permits from the concerned competent authorities.

The Board of directors can also delegate anyone or group of persons and granting them to give power of attorney to others,

The Board of Directors consisting of (9) nine (members) who are elected by the Ordinary General Assembly for a period not more than four years. It is permissible to re- elect them by voting process.

The Board of Directors consisting of (9) nine (members) who are elected by the Ordinary General Assembly for a period not more than (3) years and elect them by voting process.

Article Nineteenth: Board of Directors formation

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If the position of one of the members of the Board of Directors becomes vacant, the Board may appoint a temporary member in the vacant position, regardless of the votes in the assembly that elected the Board, provided that he is one of those with experience and sufficiency, and the Ministry and the Capital Market Authority must be notified of that within fifteen days from the date of appointment. And that the appointment be presented to the Ordinary General Assembly at its first meeting, and the appointed member completes the term of his predecessor, if the necessary conditions for the validity of the meeting of the Board of Directors are not met due to the lack of the number of its members below the minimum stipulated in this system, and the rest of the members must invite the In the event there is one vacant position in the board of

directors, it has the right to hire temporary member in the vacancy based on the sequence of voting process of the assembly that elected the Board of Directors. The candidate shall have experience, and qualification.

Ministry of commerce and investment and Stock market commission must be notified within five working days effective the hiring date. The employment shall be presented to the Ordinary General assembly at the first meeting .The new member will complete the remaining period of the dismissed member. In the event the necessary requirements are not met for the meeting due to the shortage of members' attendance as stipulated in article (sixty-two) of companies’ law, the other members Article Twenty-One: Vacant

Position in the Board

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Ordinary General Assembly to Convening within (sixty) days to elect the necessary number of members.

have to call the meeting of the General assembly within sixty days for the purpose of election the members.

Sale and purchase of real estate, land, shares, stocks in companies and other property, whether movable or immovable. Disposal of the company's property, including the sale or mortgage of the company's commercial premises, mortgage of fixed and movable assets to guarantee the company's loans and subsidiaries, and mortgage release, according to the following conditions:

Sale and purchase of real estate, land, shares, stocks in companies and other property, whether movable or immovable. Disposal of the company's property, including the sale or mortgage of the company's commercial premises, mortgage of fixed and movable assets to guarantee the company's loans and subsidiaries, according to the following conditions:

No. (4) of Article Twenty-Two:

Authority of the Board of Directors:

11.

The Board of Directors shall meet at least four times a year upon invitation by its Chairman. The Chairman of the Board shall call for immediate meeting whenever requested in writing by any members to discuss one or more subjects;

the Board shall determine the place of its meetings; and may be held by using modern technology.

The Board of Directors shall meet at least two times a year upon invitation by its Chairman. The Chairman of the Board shall call for immediate meeting whenever requested in writing by two members.

Article Twenty-Five: Board meetings

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The meeting of the Board shall not be valid unless attended by (5) five members of the Board of Directors. A member of the Board of Directors may delegate other members to attend the meeting provided that the delegation shall be in accordance with the following regulations.

1. A member of the Board of Directors may not represent more than one member in attending the same meeting.

2. The delegation shall be in writing.

3. The member's representative shall not be allowed to vote in the voting process on the resolutions that prevent by the law to vote by the representative.

The meeting of the Board shall not be valid unless attended by (5) five members of the Board of Directors. A member of the Board of Directors may delegate other members to attend the meeting provided that the delegation shall be in accordance with the following regulations.

1. A member of the Board of Directors may not represent more than one member in attending the same meeting.

2. The delegation shall be in writing.

3. The member's representative shall not be allowed to vote in the voting process on the resolutions that prevent by the law to vote by the representative.

Article twenty-Six: Board meeting quorum

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The resolutions of the Board of Directors shall be issued by a majority of the votes of the members of the Board present (in person or on behalf of) at least or those represented in the meeting, and in the event of equality of votes, the side with which the chairman of the session voted shall prevail.

The board shall take its resolutions after passing them to all members individually unless otherwise one member asks for writing the minutes for deliberation. Such resolution will them issued upon the majority consent.

The resolutions of the Board of Directors shall be issued by an absolute majority of the votes of the members of the Board present or those represented in the meeting, and in the event of equality of votes, the side with which the chairman of the session voted shall prevail.

The board shall take its resolutions after passing them to all members individually unless otherwise one member asks for writing the minutes for deliberation. Such resolution will them issued upon the absolute majority consent.

The board deliberations and resolutions shall be documented in minutes signed by the chairman of the session and secretary general. The minutes shall be noted down in particular record that to be signed by the chairman and Secretary General. It is permissible to have meeting through the modern technology an writing the minutes or resolutions and signing electronically.

The board deliberations and resolutions shall be documented in minutes signed by the chairman of the session and secretary general. The minutes shall be noted down in particular record that to be signed by the chairman and Secretary General.

Article Twenty-Seven:

Deliberations of the Board:

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The remuneration of the Board of Directors shall consist of the following:

1. The minimum annual remuneration for the members of the Board of Directors shall be SAR 200,000 for their membership in the Board of Directors and their management of the Company's business, in addition to other compensation in the event that the member participates in any of the committees emanating from the Board of Directors.

The remuneration of the Board of Directors shall consist of the following:

1- An annual amount equal 200 thousand Saudi Riyals (only Two thousand SAR) for each member against their company's management .

1. An attendance allowance in the meetings of the Board but to be determined by the Board of Directors.

2. Attendance allowance of the members in the committees emanating from the Board but to be determined by the Board of Directors.

Article Twenty-Eight:

Remuneration of Board Members

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2. An attendance allowance in the meetings of the Board but to be determined by the Board of Directors.

3. Attendance allowance of the members in the committees emanating from the Board but to be determined by the Board of Directors.

4. The Board of Directors shall determine, at its discretion, the special remuneration to be paid to the Chairman of the Board in addition to other compensation as prescribed for the members of the Board of Directors mentioned above.

The report of the Board of Directors to the Ordinary General Assembly at its annual meeting must include a comprehensive statement of all the remunerations received by members of the Board of Directors during the fiscal year, Allowances for attending sessions, expenses allowances, and other benefits. The said report shall also include a statement of what the members of the Council have received in their capacity as employees or administrators, or what they have received in return for technical, administrative, or advisory work. It shall also include a statement of the number of Council sessions and the number of sessions attended by each member.

3. The percentage stipulated in Article ( fifty ) of this law.

However, the total amount of compensation or financial benefits or on kind to be given to the member shall not exceed more than 500 thousand Saudi Riyals in annum but to be within the limits stipulated in the companies law and its related regulations. This remuneration shall be in conformity with the number of sessions being attended by a member and the tasks he is performing .

1. Each shareholder has the right to attend the General Assemblies meetings .He can delegate another person other than the members of the Board of Directors to attend the General Assembly.

1. Each subscriber regardless of his shares has the right to attend the general assemblies of shareholders.

Each shareholder has the right to attend the General Assemblies meetings .He can delegate another person other than the members of the Board of Article Twenty-Nine: Attendance

of Assemblies

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2. The general assembly meeting can be held and the shareholder may participate in the deliberations and vote on the resolutions by means of modern technology.

Directors or the Company's Workers to attend the General Assembly.

The general or special assemblies of shareholders shall be convened by invitation of the Board of Directors in accordance with the conditions stipulated in this law. The Board of Directors shall call the Ordinary General Assembly to convene if requested by the auditor, the Auditing Committee, or a number of shareholders representing at least (10%) of capital. The auditor may call for the meeting if the Board does not convene the assembly within thirty days from the date of the auditor's request.

The invitation to convene the General Assembly shall be published in a daily newspaper distributed at the company's headquarters region at least 21 (days) before the date specified for the meeting. A copy of the invitation and agenda shall be sent to the Ministry of commerce and the stock Market Authority during the period.

The general or special assemblies of shareholders shall be convened by invitation of the Board of Directors in accordance with the conditions stipulated in this law. The Board of Directors shall call the Ordinary General Assembly to convene if requested by the auditor, the Auditing Committee, or a number of shareholders representing at least (5%) of capital. The auditor may call for the meeting if the Board does not convene the assembly within thirty days from the date of the auditor's request. The invitation to convene the General Assembly shall be published in a daily newspaper distributed at the company's headquarters region at least 21 (days) before the date specified for the meeting. A copy of the invitation and agenda shall be sent to the Ministry of commerce and Investment and the stock Market Authority during the period.

Article Thirty-Two: Invitation to Assemblies:

17.

The Company shall have an auditor who shall be employed among the auditors licensed to work in the Kingdom of Saudi Arabia; He shall be hired by the Ordinary General Assembly. The remuneration and term of contract will be decided by the assembly. It may reappoint him, provided that the total period of his appointment does not exceed in accordance with the statutory regulations.

The general Assembly may also change it at any time without prejudice to its right to compensation if the The Company shall have an auditor who shall be employed

among the auditors licensed to work in the Kingdom of Saudi Arabia; He shall be hired by the Ordinary General Assembly. The remuneration and term of contract will be decided by the assembly. It may reappoint him, provided that the total period of his appointment does not exceed five consecutive years.

The general Assembly may also change it at any time without prejudice to its right to compensation if the Article Forty-Four: Appointment

of the Auditor:

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change occurred at an inappropriate time or for an illegitimate reason.

1. The reserve allocated for specific purposes may not be used except by a resolution of the Extraordinary General Assembly. If such reserve is not allocated for a specific purpose, the Ordinary General Assembly may, upon a proposal from the Board of Directors, decide to disburse it for the benefit of the Company and the shareholders.

2. The Ordinary General Assembly may use retained profits and distributable reserves to pay the remaining amount of the value of the share or part thereof, provided that this does not prejudice the fairness between the shareholders.

3. The General Assembly shall determine the percentage to be distributed to shareholders from the net profits after deducting the reserves, if any.

The annual net profits shall be distributed as the following:

1- Percent of (10%) from the net profits shall be allocated for regular reserves of the company. The Ordinary General Assembly can hold such action when the reserve becomes (30%) of the paid capital.

2- The Ordinary General Assembly based on the Board of directors recommendation may take certain percent of the net profits for supporting the company financial status.

3- The resolution of the ordinary General assembly to save aside another reserves for the sake of the company or for fixed distribution of profits among shareholders, Furthermore to deduct from the net profits amounts for establishing social institute for company staff or to assist them if they are existing.

4- The remaining will be distributed to the shareholders by a percent not less of (3%) of paid capital.

5- Subject to the provisions set forth in article ( Twenty eight ) of this law ,an allocation of percent not more than (10%) of the remaining amount will be saved for the board members awards .However provided that the entitlement to this reward is commensurate with the number of sessions attended by the member.

Article Fifty: Reserves and Distribution of Profits:

19.

If the losses of a company reach (half) of the issued capital, the Board of Directors shall disclose this case along with its recommendations in respect of such losses within 1. If the loss of the stock company reaches half of the

paid capital at any time during the fiscal year, any official in the company or auditors must immediately Article Fifty-Four: Company

Losses:

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(sixty) days from the date of its knowledge. It must call for the meeting of extraordinary general assembly to be held within (one hundred and eighty) days from the date of knowledge thereof for discussing either the continuation of the company and take any of the necessary measures to address or to resolve such losses.

notify the chairman of Board of directors who in his turn must inform other members. The board shall with fifteen days of being aware of the matter to call the general assembly for meeting to be held within forty- five days from the date he knows of the loss. The assembly will decide either to increase company's capital or reducing it according to the Companies law.

such action will reduce the losses to below half of the paid capital or to dissolve the company before its term as stipulated in the company’s law.

2. The company is considered dissolved by the force of the Companies Law if the General Assembly does not meet within the period specified in paragraph (1) of this Article, or if it meets but it is not possible to issue a decision on the matter, or if it decides to increase the capital according to the conditions prescribed in this Article and the subscription to all the capital increase has not been completed within ninety years.

days from the issuance of the assembly's decision to increase.

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The term will be fifty Gregorian years commencing the issuance date of His Excellency minister of commerce decision allowing the company establishment. It will always possible to prolong the term by decrees issuance by the General Assembly in an extraordinary meeting but before its term expiry.

Article Six: Company Term

1.

Article Forty: Committee Formation

Auditing committee of (3 members) thee members from those not members in the executive management either from the shareholders or others shall be formed upon a resolution from the ordinary General Assembly. The resolution shall specify the committee tasks, duties, and compensation of its members.

Article forty-one: Committee Quorum for meeting

The validity of the auditing committee meetings is based on the attendance of its majority members .It resolutions are taken by the majority votes. In case there is equality among the votes ,the side of vote of the Committee chair will prevail .

Article forty-two: Committee obligations

The auditing committee main duty is to monitor the company's works .It has the authority to review its books, documents and asking for an explanation or statement from the board of directors or Executive administration .It has the right to call the Assembly for meeting in case the board of directors does not cooperate with it or if the company facing bad damages or losses.

Forty-Three: Committee reports

The committee must check the company's fiscal statement, statements, and explanation given by the auditor .The committee shall state its remarks and opinions especially for the internal control system being used in the company .Its other related tasks shall be mentioned in its reports .The board of directors must furnish copy of the report in the head office before the meeting of the general assembly by at least ( 21) days for the purpose of distributing a copy to shareholders who wish to have one .The report will be read during the meeting .

(Chapter five)

Auditing Committee

2.

❖ Articles will be renumbered with the amendments.

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policies, standards and procedures For membership in the Board of Directors

and Executive Management

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This document is applicable from the date of its approval and should be reviewed by the Nominations Committee periodically.

This document is applicable from the date of its approval and should be reviewed by the Audit Committee periodically. The Internal Audit Department shall notify the Audit Committee of any changes that may occur in the company's policy or any other rules changes that require a review of the contents of this document.

Clause (E) of the article (3) Initiating the application and ensuring efficacy

1.

• Articles of Association of the Saudi Automotive Services Company (SASCO) and any subsequent amendments thereto.

• Corporate Governance Regulations issued by the Board of the Capital Market Authority and any subsequent amendments thereto.

• Companies Law and any subsequent amendments thereto.

• Articles of Association of the Saudi Automotive Services Company (SASCO) and any subsequent amendments thereto.

• Corporate Governance Regulations issued by the Board of the Capital Market Authority pursuant to Resolution No. (8-16-2017) dated 16/08/1438 AH corresponding to 13/02/2017G and any subsequent amendments thereto.

• Companies Law issued by Royal Decree No. M/3 dated 28/01/1437 AH and any subsequent amendments thereto.

Clause (G) of the article (3) The References

2.

The senior executive management of the company shall be considered "related parties" in addition to the authorities supervising the company's business, such as the Capital Market Authority. For this purpose, the document shall be made available to all The senior executive management of the company

shall be considered "related parties" in addition to the authorities supervising the company's business, such as the Capital Market Authority. For this purpose, the document shall be made available to all

Clause (H) of the article (3)

Document distribution

3.

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related parties, whether through paper or electronic means, or placed on the company's internal network.

related parties, whether through paper or electronic means, or placed on the company's internal network. This document is considered one of the confidential internal documents and may not be published or any part of it to an unrelated party without obtaining written permission from the owner of the authority.

• The General Assembly appoints members of the Board of Directors for the period stipulated in the company's articles of association.

• It must be ensured that a member of the Board of Directors does not occupy the membership of the Board of Directors of more than five joint-stock companies listed in the market at the same time.

• The company must notify the Authority of the names of the members of the Board of Directors and their membership descriptions within five working days from the start date of the Board term or from the date of their appointment - whichever is earlier - and any changes to their membership within five working days from the date of the changes.

• If the position of one of the members of the Board of Directors becomes vacant, the Board may appoint a temporary member in the vacant position who has experience and sufficiency, while notifying the Authority of that within fifteen days from the date of appointment, and

• The General Assembly appoints members of the Board of Directors for the period stipulated in the company's articles of association, provided that it does not exceed three years.

• It must be ensured that a member of the Board of Directors does not occupy the membership of the Board of Directors of more than five joint-stock companies listed in the market at the same time.

• The company must notify the Authority of the names of the members of the Board of Directors and their membership descriptions within five working days from the start date of the Board term or from the date of their appointment - whichever is earlier - and any changes to their membership within five working days from the date of the changes.

• If the position of one of the members of the Board of Directors becomes vacant, the Board may appoint a temporary member in the vacant position according to the arrangement, in obtaining votes in the assembly that elected

Clause (C) of the article (4)

Appointment of the members

of the Board of Director

4.

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presenting the appointment to the Ordinary General Assembly in its first meeting, and the new member shall complete the term of his predecessor.

the Board, while notifying the Authority of that within five working days from the date of appointment, and presenting the appointment to the Ordinary General Assembly in its first meeting, and the new member shall complete the term of his predecessor.

• The candidate for membership of the Board of Directors must be of appropriate qualification, possess practical skills and experience, the ability to perform well, and have professional ethics, integrity and good conduct in order to preserve the rights of shareholders.

• The candidate should have the ability to communicate effectively and think strategically.

• To have sufficient time to carry out the tasks and responsibilities of membership, and to allocate the time that allows him to:

o Attending meetings of the Board of Directors and sub-committees.

o Reviewing the documents of the meetings of the Board of Directors and the sub- committees.

o Reviewing the minutes of the Board of Directors and the sub-committees.

o Reviewing the company's business.

o Reviewing all documents and issues submitted to him and expressing his opinion.

• To take into account the diversity of educational qualifications and scientific

• The candidate for membership of the Board of Directors must be of appropriate qualification, possess practical skills and experience, the ability to perform well, and have professional ethics, integrity and good conduct in order to preserve the rights of shareholders.

• The candidate should have the ability to communicate effectively and think strategically.

• To have sufficient time to carry out the tasks and responsibilities of membership, and to allocate the time that allows him to:

o Attending meetings of the Board of Directors and sub-committees.

o Reviewing the documents of the meetings of the Board of Directors and the sub- committees.

o Reviewing the minutes of the Board of Directors and the sub-committees.

o Reviewing the company's business.

o Reviewing all documents and issues submitted to him and expressing his opinion.

• To take into account the diversity of educational qualifications and scientific

Clause (B) of the article (5)

Conditions to be met for membership

5.

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experience in the composition of the Board to achieve efficiency and effectiveness in enriching discussions on topics presented to the Board.

• The need to adhere to the applicable laws, regulations and instructions regulating the financial market.

experience in the composition of the Board to achieve efficiency and effectiveness in enriching discussions on topics presented to the Board.

• The candidate owns shares of not less than (one thousand shares) of the company's shares, mentioning the bank wallet number.

• The need to adhere to the applicable laws, regulations and instructions regulating the financial market.

The company shall follow the following steps when selecting the members of the Board of Directors:

• Announcing the opening of nomination for membership of the Board of Directors for a new term, or when a new member is appointed for any reason, according to the requirements of the Ministry of Commerce and the Capital Market Authority.

• The nomination door shall remain open for at least one month from the date of the announcement.

• Those wishing to nominate themselves for the membership of the Board of Directors must submit a nomination application for the management of the company in accordance with the controls of the Ministry of Commerce and the corporate governance regulations issued by the Board of the Capital Market Authority and according to the date announced by the company through the approved means of announcements.

The company shall follow the following steps when selecting the members of the Board of Directors:

• Announcing the opening of nomination for membership of the Board of Directors for a new term, or when a new member is appointed for any reason, according to the requirements of the Ministry of Commerce and Investment and the Capital Market Authority.

• The nomination door shall remain open for at least one month from the date of the announcement.

• Those wishing to nominate themselves for the membership of the Board of Directors must submit a nomination application for the management of the company in accordance with the controls of the Ministry of Commerce and Investment and the corporate governance regulations issued by the Board of the Capital Market Authority and according to the date announced by the company through the approved means of announcements.

Clause (C) of the article (5) Procedures

6.

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• The nomination application must include an introduction to the candidate through his CV, indicating his experience in the field of the company's business and accompanied by a copy of the ID.

• A candidate who has previously held membership in the board of a joint-stock company must provide a statement of the number and dates of the boards of directors of the companies in which he assumed membership.

• The candidate must provide a statement of the companies or establishments in which he participates in management or ownership, and which carry out business similar to the company's work.

• If the candidate was previously a member of the Board of Directors of the Saudi Automotive Services Company (SASCO), he must attach to the application for nomination a statement from the company's management on the last session in which he assumed the membership of the Board, including the following information:

o The number of board meetings that took place during each year of the session, the number of meetings attended by the member, and the percentage of his attendance to the total number of meetings.

o The permanent committees in which the member participated and the number of meetings held by each of those committees during each year of the course.

• The nomination application must include an introduction to the candidate through his CV, indicating his experience in the field of the company's business and accompanied by a copy of the ID.

• A candidate who has previously held membership in the board of a joint-stock company must provide a statement of the number and dates of the boards of directors of the companies in which he assumed membership.

• The candidate must provide a statement of the companies or establishments in which he participates in management or ownership, and which carry out business similar to the company's work.

• If the candidate was previously a member of the Board of Directors of the Saudi Automotive Services Company (SASCO), he must attach to the application for nomination a statement from the company's management on the last session in which he assumed the membership of the Board, including the following information:

o The number of board meetings that took place during each year of the session, the number of meetings attended by the member, and the percentage of his attendance to the total number of meetings.

o The permanent committees in which the member participated and the number of meetings held by each of those committees during each year of the course.

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o A summary of the financial results achieved by the company during each year of the course.

• It is necessary to fill out Form issued by the Capital Market Authority and related to the CV of the candidate for membership of the Board of Directors of a joint-stock company listed on the Saudi Stock Exchange (Tadawul) or any other forms required by the official authorities.

• Voting in the General Assembly is limited to those who have nominated themselves for membership of the Board in accordance with the above conditions and those who have been approved by the competent authorities.

• CVs shall be presented to the Nominations Committee to ensure that the candidate for membership of the Board of Directors has a suitable qualification, possesses practical skills and experience, the ability to perform well, and has professional ethics, integrity and a good reputation.

• The number of Board of Directors candidates whose names shall be presented to the General Assembly must exceed the number of available seats so that the Assembly has the opportunity to choose between the candidates.

• The company shall submit a list of the names of the candidates to the relevant authorities to obtain the necessary approval.

• The Capital Market Authority shall be provided with Form of the CV of the candidate for membership of the Board of Directors of a joint- o A summary of the financial results achieved

by the company during each year of the course.

• It is necessary to fill out Form No. (3) issued by the Capital Market Authority and related to the CV of the candidate for membership of the Board of Directors of a joint-stock company listed on the Saudi Stock Exchange (Tadawul) or any other forms required by the official authorities.

• Voting in the General Assembly is limited to those who have nominated themselves for membership of the Board in accordance with the above conditions and those who have been approved by the competent authorities.

• CVs shall be presented to the Nominations Committee to ensure that the candidate for membership of the Board of Directors has a suitable qualification, possesses practical skills and experience, the ability to perform well, and has professional ethics, integrity and a good reputation.

• The number of Board of Directors candidates whose names shall be presented to the General Assembly must exceed the number of available seats so that the Assembly has the opportunity to choose between the candidates.

• The company shall submit a list of the names of the candidates to the relevant authorities to obtain the necessary approval.

• The Capital Market Authority shall be provided with Form No. (3) of the CV of the candidate for membership of the Board of Directors of a joint-

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stock company listed on the Saudi Stock Exchange (Tadawul).

• Immediately after the approval of the candidates by the relevant authorities, the company shall announce on the financial market website information about the candidates for the membership of the Board of Directors when publishing or sending the invitation to convene the General Assembly, provided that this information includes a description of the candidates' experiences, qualifications, skills, jobs, and their previous and current memberships. The company shall also provide a copy of this information in its main center and website.

• The company shall set and announce the date of the General Assembly, indicating in it the item for choosing the membership of the Board of Directors.

• When the assembly is convened, the voting card must include the names of the candidates for membership, along with providing a copy of the candidates' CVs for review by the shareholders.

• The company shall follow the cumulative voting method in electing the Board of Directors, so that the voting right per share may not be used more than once.

• Voting in the General Assembly is limited to candidates for membership of the Board of Directors whose information the company has announced only.

stock company listed on the Saudi Stock Exchange (Tadawul).

• Immediately after the approval of the candidates by the relevant authorities, the company shall announce on the financial market website information about the candidates for the membership of the Board of Directors when publishing or sending the invitation to convene the General Assembly, provided that this information includes a description of the candidates' experiences, qualifications, skills, jobs, and their previous and current memberships. The company shall also provide a copy of this information in its main center and website.

• The company shall set and announce the date of the General Assembly, indicating in it the item for choosing the membership of the Board of Directors.

• When the assembly is convened, the voting card must include the names of th