Sustained Infrastructure Holding Co. — AGM Information 2024

Jun 5, 2024

Sustained Infrastructure Holding Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)

2190 · 05/06/2024 16:05:52 · Announcement #80644 · View on Saudi Exchange

Sustained Infrastructure Holding Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting)

Element List	Explanation
Introduction	The Board of Directors of Sustained Infrastructure Holding Company (Sisco Holding) is pleased to invite honorable shareholders to participate in the ordinary general assembly meeting (The First Meeting). Shareholders can vote remotely using modern technology platforms from the company's headquarters in Jeddah.
City and Location of the General Assembly's Meeting	The company's Headquarters in Jeddah - via modern technological means (Tadawulaty system)
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2024-06-27 Corresponding to 1445-12-21
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	The shareholders who are registered in the issuer's shareholders register at the Depository Center at the end of the trading session preceding the general assembly meeting shall be eligible to attend the assembly meeting, in accordance with the laws and regulations. The shareholders shall have the right to assign a proxy from non-Board members to attend the meeting.
Quorum for Convening the General Assembly's Meeting	The General Assembly meeting shall be valid if attended by shareholders representing at least one-fourth of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented. The following agenda will be discussed in the meeting:
General Assembly Meeting Agenda	1. Reviewing and discussing the Board of Directors Report for the fiscal year ended 31 December 2023.

2. Reviewing and discussing the consolidated Financial Statements for the fiscal year ended 31 December 2023.

3. Voting on the External Auditors Report for the fiscal year ended 31 December 2023 after discussing it.

4. Voting to discharge the Board of Directors from their liabilities pertaining to the management of the Company for the fiscal year ended 31 December 2023.

5. Voting on the appointment of the External Auditors for the Company’s from the nominees, and determine their fees based on the Audit Committee recommendation to review and audit the Company’s Interim Financial Statements for the second, third quarters of the fiscal year 2024 and full year as well as the first quarter of the fiscal year 2025. (Attached)

6. Voting to authorize the Board of Directors to distribute interim dividends to the shareholders for the financial year 2024.

7. Voting 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 2023 was SR 262,225 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. (Attached)

8. Voting 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 2023 was SR 20,037,835 and it mainly pertained to provision of meals and management of employees’ housing camps for RSGT. These transactions were conducted on general commercial terms without any preferential treatment.(Attached)

9. Voting 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 2023 was SR 70,514,651 and it mainly pertained to purchase of water from Kindasa and cross charge of expenses. Those transactions are on general commercial terms executed without any preferential treatment.(Attached)

10. Voting on disbursing an amount of SAR (3,735,000 ) as a remuneration for the members of the Board of Directors for the fiscal year which ended 31/12/2023G. Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right The shareholders shall have the right to discuss the assembly agenda items and raise questions. The voting via Tadawulaty is allowed for all shareholders at no cost via the following link:

http://tadawulaty.com.sa Details of the electronic voting on the Assembly’s agenda The shareholders who are registered in Tadawulaty electronic service may vote remotely on the items of the ordinary general assembly meeting via the (electronic voting service) as of 01:00 a.m., Sunday 17 Dhul Hijjah 1445, corresponding to 23 June 2024 and until the end of the assembly meeting. Registration and voting via Tadawulaty services will be allowed at no cost for all shareholders using the following link:

www.tadawulaty.com.sa

The eligibility for registration to attend the general assembly meeting shall end at the time of the assembly meeting, and the eligibility for attending shareholders to vote on the items of the assembly shall end when the voting committee has finished counting the votes. Method of Communication in Case of Any Enquiries In case of inquiry, kindly contact Investor Relations, via telephone No. (0126619500) or email to: IR@sisco.com.sa Additional Information The shareholders will be allowed to raise questions and inquiries pertaining to agenda items during the assembly meeting, via the assembly broadcast link that will be sent to the shareholders via Tadawulaty services. The inquiry will be accepted, subject to mentioning the full name of the shareholder. Attached Documents              

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