| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Sustained Infrastructure Holding Company “SISCO Holding” is pleased to announce the results of the Extraordinary General Assembly (Second Meeting) |
| City and Location of the General Assembly's Meeting | Head Office – Jeddah using modern technological means |
| Date of the General Assembly's Meeting | 2025-06-29 Corresponding to 1447-01-04 |
| Time of the General Assembly’s Meeting | 20:00 |
| Percentage of Attending Shareholders | 37.9% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board members attended the meeting: - Mr. Aamer Abdullah Alireza (Chairman) - Eng . Saleh Ahmed Hefni (Board Member) - Ms. Muneera Hejab AlDossary (Board Member) - Mr. Talal Nasir AlDakhil (Board Member) - Mr. Nader Mohammed Saleh Ashoor (Board Member) - Mr. Ahmed Mohammed AlRabiah (Board Member) The following Board member apologized for attending the meeting: - Eng. Rayyan Mohammed Nagadi (Vice Chairman) |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | Mr. Talal Nasir AlDakhil (Chairman of the Nomination and Remuneration Committee) Mr. Nader Mohammed Saleh Ashoor (Chairman of the Audit 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 reviewed and discussed. 2. The consolidated Financial Statements for the fiscal year ended 31 December 2024, were reviewed and discussed. 3. Approval on the External Auditors Report for the fiscal year ended 31 December 2024 after discussing it. 4. Approval on discharging the Board of Directors from their liabilities pertaining to the management of the Company for the fiscal year ended 31 December 2024. 5. Approval on the appointment of Ernst & Young, with fees amounting to (283,500) Saudi riyals, excluding value-added tax, as external auditor for the Company to examine, review and audit the Company’s financial statements for the second and third quarters of 2025 and the annual financial statements of fiscal year 2025 and first quarter of fiscal year 2026. 6. Approval on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis to the shareholders for the fiscal year ended 31 December 2025. 7. Approval on the Board of Directors’ recommendation to distribute cash dividends in the amount of (SR 65,280,000) to shareholders for the financial period ending on December 31, 2024, a percentage of (8%) of the nominal value of the share at (SR 0.8) per share, for (81,600,000) Shares, Provided that the right shall be for shareholders who own shares at the end of trading on the day of the General Assembly meeting and who are registered in the company’s shareholders’ register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the General Assembly meeting, provided that the distribution of profits begins on Sunday, July 20, 2025. 8. Approval on the transactions and contracts between (SISCO Holding subsidiary) Saudi Trade and Export Development Company (LogiPoint) with Xenel Industries Limited, which owns 14.69% shares in SISCO Holding (Mr. Aamer Alireza had an indirect interest as a member of the Board of Directors of Xenel industries, and as Chairman of the Board of Directors of both SISCO Holding and LogiPoint). The value of transaction for 2024 was SR 42,814 pertaining to cross-charge of expenses shared by the Group companies, and the transactions were conducted on general commercial terms executed without any preferential treatment. 9. Approval on the transactions and contracts between (SISCO Holding subsidiary) Red Sea Gateway Terminal Co. (RSGT) and Karam Al Arabi Catering, an affiliate of Xenel Industries Limited, which owns 14.69% shares in SISCO Holding (Mr. Aamer Alireza has an indirect interest as a member of the Board of Directors of Xenel industries, and as Chairman of the Board of Directors of RSGT and SISCO Holding). The value of transaction for 2024 was SR 20,773,020 and it mainly pertained to purchasing of goods and services including catering and employee housing by RSGT. These transactions were conducted on general commercial terms without any preferential treatment. 10. Approval on the transactions and contracts between (SISCO Holding associate company) International Water Distribution Company (Tawzea) and Kindasa Water Service Company, a subsidiary of SISCO Holding, where SISCO Holding owns 65% shares in Kindasa (Eng. Saleh Hefni has an indirect interest as a member of the Board of Directors of Tawzea and SISCO Holding). The value of transaction for 2024 was SR 71,779,851 and it mainly pertained to the sale of water from KINDASA, as well as expenses incurred by SISCO on behalf of the International Water Distribution Company. These transactions are on general commercial terms executed without any preferential treatment. 11. Approval on the transaction and contracts between EKTIFA Association for Research and Social Studies, and that Mr. Amer Alireza, Chairman of the Board of Directors of SISCO Holding has an indirect interest, as Dr. Lina Mirdad is the Chairman of the Strategic Planning Committee and at EKTIFA Association voluntarily and is the wife of Mr. Amer Alireza, Chairman of the Board of Directors of SISCO Holding. The value of the transaction amounted to SR 200,000 for the year 2024 and consisted of a donation, and these transactions took place without any preferential terms. 12. Approval on the disbursement of (SR 3,385,000) three million, three hundred and eighty-five thousand Saudi riyals as rewards and compensation for the members of the Board of Directors and its committees for the fiscal year ending on December 31, 2024. 13. Approval on the Employee Long Term Incentive Plan and authorizing the Board of Directors to determine the terms and conditions of the current and future program, including the offering price for each share allocated to employees, if applicable. 14. Approval on the transfer of previously purchased shares as treasury shares for the aim of reallocating them for the purpose of the Long-Term Employee Incentive Program. Whereas, the Extraordinary General Assembly announced the approval of the company's purchase of a maximum of (8,160,000) of its shares and holding them as treasury shares, as the company announced that it has completed the purchase of (264,502) shares on November 9, 2023 in order to hold them as treasury shares, which is in line with the Extraordinary General Assembly's approval of the share purchase process in its session held on November 10, 2022, corresponding to 16/4/1444 AH, which was announced on the Saudi Stock Exchange (Tadawul) website on November 13, 2022, This item is contingent upon the approval of item (13). 15. Approval on the Board of Directors' recommendation to transfer the balance of the company's statutory reserve, which amounted to (SR 106,905,167) to the retained earnings balance as year ended on 31-12-2024. |
| Additional Information | In the event of an inquiry, we hope to contact the Shareholders Relations Department through Phone number: 0126619503 Email: IR@sisco.com.sa |
