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Dallah Healthcare Co. Announces the Results of the Ordinary General Assembly Meeting, ( First Meeting )

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Introduction Dallah Healthcare company announces the results of the ordinary general assembly meeting (First meeting), held through modern technology, on Wednesday 01/12/1446H Corresponding to 28/05/2025 at 19:30.
City and Location of the General Assembly's Meeting Riyadh - Head Office - By Means of Modern Technology
Date of the General Assembly's Meeting 2025-05-28 Corresponding to 1446-12-01
Time of the General Assembly’s Meeting 19:30
Percentage of Attending Shareholders 70.76%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following Dallah healthcare Board members attended the meeting:

Eng. Tarek Othman Alkasabi (Chairman)

Mr. Mohyedin Saleh Kamel (Deputy Chairman)

Dr. Mohammed Rashid Al Faqih

Mr. Fahad Abdullah Al-Kassim

Mr. Abdullah Turki Al-Sudairi

Mr. Mohammed Hamad Al-Solai

Eng. Mohamed Nabil Hefni

Eng. Talal Ibrahim Al-Maiman

The following Dallah Healthcare Board member apologized for not being able to attend the meeting:

Mr. Amr Mohammed Kamel

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf Eng. Tarek Othman Alkasabi (Chairman of Investment and Financing Committee)

Mr. Fahad Abdullah Alkassim (Chairman of the Audit Committee)

Eng. Talal Ibrahim Al-Maiman (Chairman of the Nomination and Remuneration Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- The Board of Directors’ report for the fiscal year ended 31 December 2024 was viewed and discussed.

2- The financial statements for the fiscal year ended 31 December 2024 was viewed and discussed.

3- Approval of the company’s external auditor’s report for the fiscal year ended 31 December 2024 after discussing it.

4- Approval of releasing the Board members from liability for the fiscal year 2024

5- Approval of the appointment of KPMG as the external auditor for the Company from among the candidates based on the Audit Committee’s recommendation, to audit the quarterly (Q2 and Q3) and annual financial statements for 2025, in addition to the Q1 2026 financial statements, as well as determining their fees in the amount of SAR 1,700,000, excluding Value Added Tax.

6- Approval of paying an amount of SAR 3,050,000 as remunerations to the Board Members for the fiscal year ending on 31 December 2024.

7- Approval of the transactions and contracts concluded between the company and Eng. Tariq bin Othman Al Kasabi, in which he has a direct interest, related to a contract for the provision of management consulting services. The total transactions for 2024 amounted to SAR 1,319,736, with no preferential terms under the contract.

8- Approval of the transactions and contracts concluded between the company and Aljazira Capital, in which the Chairman, Eng. Tariq bin Othman Al Kasabi, has an indirect interest as Chairman of Aljazira Capital. These include management fees related to the Wahet Al-Nakheel Real Estate Fund, covering a five-year renewable term valued at SAR 5,000,000, shared equally among the unit holders, in addition to a one-time fund structuring fee of SAR 3,065,215, also shared equally among the unit holders. It is noted that there are no preferential terms under these contracts.

9- Approval of the transactions and contracts concluded between the company and ATS, in which the Chairman, Eng. Tariq bin Othman Al Kasabi, has an indirect interest as a partner, and where his son, Mr. Abdullah bin Tariq Al Kasabi, serves as Chairman of the company. The contract pertains to the provision of technical support services, with total transactions for 2024 amounting to SAR 6,635,617. It is noted that there are no preferential terms under the contract.

10- Approval of the transactions and contracts concluded between the company and Aljazira Capital, in which the Chairman, Eng. Tariq bin Othman Al Kasabi, has an indirect interest as Chairman of Aljazira Capital. The contract pertains to the provision of financial advisory services, with total transactions for 2024 amounting to SAR 40,000. It is noted that there are no preferential terms under the contract.

11- Approval of the transactions and contracts concluded between the company and Jude Al-Hala Company, in which the Vice Chairman, Mr. Mohyedin bin Saleh Kamel, has a direct interest as a partner and board member. The contract pertains to the lease of a property, with total transactions for 2024 amounting to SAR 995,546. It is noted that there are no preferential terms under the contract.

12- Approval of the transactions and contracts concluded between the company and Darin Travel and Tourism Agency, in which the Vice Chairman, Mr. Mohyedin bin Saleh Kamel, and Board Member, Mr. Amr bin Mohammed Kamel, have indirect interests. Mr. Mohyedin bin Saleh Kamel serves as Vice Chairman of Dallah Al Baraka Holding Company, and Mr. Amr bin Mohammed Kamel is a senior executive at Dallah Al Baraka Holding Company (a major shareholder in Dallah Healthcare Company and owner of Darin Travel and Tourism Agency). The transactions relate to employee travel tickets, with total transactions for 2024 amounting to SAR 8,777,731. It is noted that there are no preferential terms under the contract.

13- Approval of the transactions and contracts concluded between the company and Khalid Al-Faqih Engineering Consultancy Office, in which Board Member Dr. Mohammed bin Rashid Al-Faqih has an indirect interest as the brother of Eng. Khalid Al-Faqih. The contract pertains to the provision of engineering consultancy services, with total transactions for 2024 amounting to SAR 1,479,707. It is noted that there are no preferential terms under the contract.

14- Approval of the transactions and contracts concluded between the company and Jarir Marketing Company, in which Board Member Mr. Fahad bin Abdullah AlKassim has an indirect interest as a board member of Jarir Marketing Company. The contract pertains to the supply of office equipment and stationery, with total transactions for 2024 amounting to SAR 83,027. It is noted that there are no preferential terms under the contract.

15- Approval of the transactions and contracts concluded between the company and Wahet Al-Nakheel Real Estate Fund, in which the Vice Chairman, Mr. Mohyedin bin Saleh Kamel, has an indirect interest as Vice Chairman and shareholder of Dallah Real Estate Company, one of the unit holders in the Fund. The transaction relates to the sale of lands owned by Dallah Healthcare Company located in Al-Nakheel District to the Wahet Al-Nakheel Real Estate Fund, in exchange for the issuance of in-kind units in the fund in addition to a cash portion. The arrangement extends over five years and is renewable, with a total in-kind value of SAR 195,652,315 and a cash portion amounting to SAR 8,695,370, with no preferential terms.

16- Approval of the joining of Chairman, Eng. Tariq bin Othman Al Kasabi, to engage in a competing business by serving as a board member of International Medical Center Company (a closed joint-stock company) engaged in healthcare services.

17- Approval of the joining of Vice Chairman, Mr. Mohiuddin bin Saleh Kamel, to engage in a competing business by serving as Vice Chairman of the Board of International Medical Center Company (a closed joint-stock company) engaged in healthcare services.

18- Approval of the joining of Mr. Fahad bin Abdullah AlKassim to engage in a competing business by serving as a board member of Dr. Mohammed Rashid Al-Faqih & Partners Company (a closed joint-stock company) engaged in healthcare services.

19- Approval of the joining of Dr. Mohammed bin Rashid Al-Faqih to engage in a competing business through his direct ownership of 18.20% in Dr. Mohammed Rashid Al-Faqih & Partners Company (a closed joint-stock company) engaged in healthcare services.

20- Approval of the joining of Dr. Mohammed bin Rashid Al-Faqih to engage in a competing business by serving as Chairman of Dr. Mohammed Rashid Al-Faqih & Partners Company (a closed joint-stock company) engaged in healthcare services.

21- Approval of authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2025.

22- Approval of the delegating the authority of the General Assembly to the Board of Directors with the license contained in Paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board of Directors’ session, whichever comes first, in accordance with the conditions contained in the executive regulations of the Law Private companies of listed joint stock companies Vote on authorizing the Board of Directors to exercise the powers of the General Assembly as stipulated in paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the term of the authorized Board, whichever is earlier, in accordance with the conditions stated in the Implementing Regulations for Listed Joint Stock Companies.