Board Report

The company’s principle activities include:

• Managing its subsidiaries or participating in the management of other companies it invests in, providing necessary support.
• Investing in stocks and other securities.
• Hotel management, operations and commercial services.
• Managing educational institutions, overseeing operations, and ensuring academic excellence.
• Pursuing any other legal and legitimate activities aligned with its nature.

The company conducts its international activities through the following subsidiaries:

• Kingdom 5 – KR – 11 Limited (KR – 11)

A limited liability company incorporated in the Cayman Islands, primarily engaged in holding investments in international quoted securities through its wholly owned subsidiaries.

• Kingdom 5 – KR – 100 Limited (KR – 100)

A limited liability company incorporated in the Cayman Islands, focused on the possession and management of investment funds through its equity-accounted investees.

• Kingdom 5 – KR – 132 Limited (KR – 132)

A limited liability company incorporated in the Cayman Islands, responsible for holding investments in subsidiaries and equity-accounted investees.

Name of Company	Actual Ownership Percentage %
	2024	2023
Kingdom Hotel Investments (KHI) The company was established in the Cayman Islands as a limited liability company with a capital of USD 843 Mn. in May 2000, to acquire and develop high quality hotels in various regions around the world.	100.0	100.0
Kingdom 5 KR 35 Group (George V) Founded as a limited liability company with a capital of 5,218,200 Euros. It is established in the Cayman Islands and owns George V Hotel in France. (Direct and indirect ownership through Kingdom Hotel Investments Company)	100.0	100.0
Breezeroad Limited (Savoy) United Kingdom Established as a limited liability company with a capital of USD 187,977,994 owned by Kingdom 5KR – 114 Limited (KR – 114) in the Cayman Islands. It owns the Savoy Hotel in London, which is operated by Fairmont Company.	58.96	58.96

Kingdom Holding Company owns shares in the following international associate companies

Name of Company	Actual Ownership Percentage %
	2024	2023
Four Seasons Hotels Holding (FSH Inc.) Canada – owned by Kingdom Company 5 – KR – 132 Limited (KR – 132) and established in the Cayman Islands with capital of USD 2,411,984,000. Four Seasons is a leading global company that owns hotels around the world and operates under the Four Seasons Hotel brand. The company also operates and manages private luxury residential units.	23.75	47.5
Accor – Owned by Kingdom Hotels Company (Europe) Accor is a leading global company owning a group of hotels around the world with a market capitalisation of €8.4bn	6.8	6.3

Kingdom Holding Company owns shares in the following local and regional subsidiaries:

Name of Company	Actual Ownership Percentage %
	2024	2023
Kingdom Real Estate Development – Kingdom of Saudi Arabia Established as a limited liability company with a capital of 1,000,000 in 2012. It owns 89.9% of Kingdom Investment and Development Company, in addition to the lands of East Riyadh in Dammam Highway.	100.0	100.0
Kingdom Investment and Development Company – Kingdom of Saudi Arabia Established as a closed joint stock company with a capital of 2,093,322,010 in 2015. It owns controlling majority shares of the following companies: Trade Centre Company Limited, Real Estate Investment Company Limited and Kingdom Schools Company Limited and Fashion Village Trading Company Limited and part of East Riyadh lands and 4.99% of Dallah Health Group.	89.8	89.8
Kingdom Schools Company Limited – Kingdom of Saudi Arabia The Kingdom Schools Company was established in 1998 as a limited liability company with a capital of 254,000,000. It operates in Riyadh. It owns and manages schools in the Kingdom.	89.8	47.0
Fashion Village Trading Company Limited – Kingdom of Saudi Arabia Established as a limited liability company with a capital of 119,876,867 in 2000. The company manages retail stores in Riyadh.	71.8	71.8
Real Estate Investment Company – Kingdom of Saudi Arabia Established as a limited liability company with a capital of 180,000,000 in 1997. It owns and manages a luxury residential complex in Riyadh City.	89.8	69.4
Trade Centre Company Limited (TCCL) – Saudi Arabia Established as a limited liability company with a capital of 1,000,000,000 riyals in 1998. It is the owner of Kingdom Center in Riyadh, including the Kingdom Tower and the Kingdom Market, in addition to the Four Seasons Hotel Riyadh.	89.8	70.6
Consulting Clinics – Beirut SAL (Clinics) – Lebanon Established and operates in Lebanon to provide medical services as a limited liability company with a capital of USD 20,000,000.	50.4	50.4

Kingdom Holding Company owns shares in the following local and regional associate companies:

Name of Company	Actual Ownership Percentage %
	2024	2023
Nas Holding Company – Kingdom of Saudi Arabia Established as a closed joint stock company with a capital of 3,827,677,250 it owns and manages airline licenses in the Kingdom of Saudi Arabia	37.1	37.1
FlyNas Company – Kingdom of Saudi Arabia Established as a joint stock company with a capital of 1,534,250,000 its activities include purchase, sale and rent of aircraft and air transportation services for passengers and goods in addition to operating and managing of aircraft	37.1	–
Jeddah Economic Company Limited – Kingdom of Saudi Arabia Established as a limited liability company with a capital of 8,521,512,800 in 2008. It owns and manages the Kingdom City Project in Jeddah	35.7	33.3
Banque Saudi Fransi – Kingdom of Saudi Arabia Public Joint Stock Company	16.2	16.2

Kingdom Holding Company remains committed to its investment and management strategy, aiming to generate sustainable returns for shareholders while contributing to Saudi Arabia’s economic growth in alignment with the Vision 2030 strategic plan.

Most Prominent Events of 2024

1. Kingdom Holding Company participated in the Series C funding round of xAI, acquiring a stake valued at 1.5 Bn. (USD 400 Mn.).
2. Kingdom Holding announced that Jeddah Economic Company, an associate company, signed an agreement to resume construction of the Jeddah Economic Company Tower.

Dividend policy

The distribution of profits to shareholders is subject to certain restrictions stipulated in the articles of association of the company.

The dividend policy is subject to the financial position of the company, market conditions and economic conditions in general, in addition to other factors such as analysis of investment opportunities, reinvestment needs, monetary and capital needs, business expectations and the impact of these profits proposed to be distributed to the company, in addition to other regulatory considerations.

The Board of Directors’ recommendation dated on 16/09/1445 A.H corresponding to 26/03/2024 to distribute cash dividends from the retained earning amounting to (1,037.6) million riyals to shareholders during the year of 2024, amounting to
0.28 per issued share for the whole year, representing 2.8% of the nominal value of the share, and the distribution will be made on a quarterly basis at the rate of 0.7% of the nominal value of the share, at the rate of 7 halalas per quarter for each issued share, for a total of 259.4 Mn. per quarter. Eligibility and payments dates are as follows:

First payment: Eligibility will be based on the records of registered shareholders according to company records at the end of trading on the day of 04/12/1445 A.H corresponding to 10/06/2024 and will be paid ten working days after the second trading day following the eligibility date.

Second payment: Eligibility will be based on the records of registered shareholders according to company records at the end of trading on the day of 25/01/1446 A.H corresponding to 31/07/2024 and will be paid ten working days after the second trading day following the eligibility date.

Third Payment: Eligibility will be based on the records of registered shareholders according to company records at the end of trading on the day of 28/03/1446 A.H corresponding to 01/10/2024 and will be paid ten working days after the second trading day following the eligibility date.

Fourth Payment: eligibility will be based on the records of registered shareholders according to company records at the end of trading on the day of 30/06/1446 A.H corresponding to 31/12/2024 and will be paid ten working days after the second trading day following the eligibility date.

Income Statement

Description (’000)	2024	2023	2022	2021	2020
Total Revenues	2,390,524	2,703,372	2,492,121	1,508,354	1,029,479
Total Costs and Expenses	(1,552,930)	(1,706,106)	(1,339,794)	(1,010,938)	(2,193,829)
Losses/Gains from Selling Investments and Other	1,551,309	1,501,242	6,758,446	1,238,775	243,098
Income from Main Activities	2,388,903	2,498,508	7,910,773	1,736,191	(921,252)
Net Financial Expense	(937,643)	(1,202,433)	(604,333)	(406,114)	(459,578)
Minorities	(29,804)	(25,000)	(15,714)	(13,202)	(58,343)
Income before Zakat and Tax	1,451,260	1,321,075	7,322,154	1,343,279	(1,322,487)
Zakat and Tax	(244,094)	(307,832)	(364,286)	(325,852)	(144,313)
Net Income of the Year	1,236,970	1,013,243	6,957,868	1,017,427	(1,466,800)

The reason of the increase in the net profit during the current year compared to the last year is due to decrease in Financial charges, positive impact from Reversal of impairment for equity accounted investee, increase in Share of results from equity-accounted investees, decrease in Hotels and other operating costs, increase in Gain on sale of investment property, decrease in Withholding and income tax, decrease in General, administrative and marketing expenses, decrease in Zakat and increase in Hotels and other operating revenues. Despite of decrease in other gains-net, decrease in Dividend income, decrease in Gain on investments at FVTPL, decrease in Finance income and negative impact from Impairment of financial assets.

All amounts in Saudi Riyals Thousands
Description	2024	2023	2022	2021	2020
Current Assets	2,629,466	2,939,935	4,142,237	3,943,533	3,155,740
Current Liabilities	(4,767,458)	(3,939,791)	(7,359,408)	(7,236,011)	(6,242,610)
Working Capital	(2,137,992)	(999,856)	(3,217,171)	(3,292,478)	(3,086,870)
Current Assets	2,629,466	2,939,935	4,142,237	3,943,533	3,155,740
Investments at Fair Value through Other Comprehensive Income	22,105,792	19,502,567	19,085,926	16,340,198	13,997,579
Equity-Accounted Investees	18,196,697	17,172,435	16,371,058	16,343,166	18,654,797
Long-Term Receivables	-	1,250,399	1,162,715	1,081,595	–
Real Estate Investments	3,124,986	3,997,522	3,676,690	3,688,531	4,231,963
Properties and Equipment	6,801,405	6,823,581	6,508,529	6,861,903	6,949,410
Intangible Assets	1,789,159	1,839,916	1,813,812	1,945,430	2,025,936
Other Long-Term Assets	71,707	571,980	394,509	614,972	649,728
Total Assets	54,719,212	54,098,335	53,155,476	50,819,328	49,665,153
Current Liabilities	4,767,458	3,939,791	7,359,408	7,236,011	6,242,610
Long Term Loans	9,551,676	12,763,240	13,256,073	10,586,093	10,575,557
Other Long-Term Liabilities	841,236	770,886	320,873	558,355	480,530
Total Liabilities	15,160,370	17,473,917	20,936,354	18,380,459	17,298,697
Paid Up Capital	37,058,823	37,058,823	37,058,823	37,058,823	37,058,823
Reserves and Retained Earnings	4,331,360	5,026,700	8,986,739	2,788,399	2,397,191
Unrealised Losses from Investments at Fair Value through Other Comprehensive Income	(2,372,493)	(6,758,124)	(14,712,982)	(9,036,703)	(9,130,047)
Other Reserves	(84,561)	(155,857)	(605,841)	79,638	472,609
Equity attributable to Shareholders	38,933,129	35,171,542	30,726,739	30,890,157	30,798,576
Minority Rights	625,713	1,452,876	1,492,383	1,548,712	1,567,880
Total Equity	39,558,842	36,624,418	32,219,122	32,438,869	32,366,456
Total Liabilities and Equity of Shareholders	54,719,212	54,098,335	53,155,476	50,819,328	49,665,153

For further details, kindly refer to the Financial Statements and attached Notes.

Approximate Analysis of Total Source Revenues according to Geographical Distribution

The Company believes that it is not feasible to report its revenues on a geographical basis, since the company classifies its activities based on sectors. However, to adhere to the Corporate Governance Requirements issued by the Capital Market Authority (CMA), the following has been prepared:

All amounts in Saudi Riyals Thousands
2024	Kingdom of Saudi Arabia	Asia	North America and Europe	Total
Total Assets	48,448,899	431,539	5,838,774	54,719,212
Total Liabilities	11,632,882	60,587	3,466,901	15,160,370
Total Revenues	1,376,369	78,300	935,855	2,390,524
Net Income (Loss)	1,268,751	5,190	(66,774)	1,207,166

Subsidiaries are often concentrated in the Kingdom of Saudi Arabia. Their revenues come geographically from the Kingdom. There are also two subsidiaries in Europe, which are George V and Savoy. Their revenues come geographically from Europe.

All amounts in Saudi Riyals Thousands
2023	Kingdom of Saudi Arabia	Asia	North America and Europe	Total
Total Assets	47,390,242	469,424	6,238,669	54,098,335
Total Liabilities	13,587,296	58,247	3,828,374	17,473,917
Total Revenues	1,735,354	83,558	884,460	2,703,372
Net Income (Loss)	1,012,490	7,523	(31,770)	988,243

Analysis of the Total Source Revenues according to the Main Sectors

All amounts in Saudi Riyals Thousands	Sectors
2024	Shares	Hotels	Real Estate, Local Investments and Others	Total
Total Assets	42,119,933	6,192,752	6,406,527	54,719,212
Net Income	1,204,538	(61,644)	64,272	1,207,166

All amounts in Saudi Riyals Thousands	Sectors
2023	Shares	Hotels	Real Estate, Local Investments and Others	Total
Total Assets	39,575,122	6,630,532	7,892,681	54,098,335
Net Income	771,742	(24,247)	240,748	988,243

Loan Details of Kingdom Holding Company and its Subsidiaries

All amounts in Saudi Riyals Thousands
Description	2024	2023	2022	2021	2020
Kingdom Holding Company	6,298,430	8,701,902	8,543,760	5,762,653	4,502,545
Kingdom 5 – KR – 11 Limited	2,862,210	2,672,431	3,375,000	4,125,000	5,245,591
Kingdom 5 – KR – 114 Limited (Savoy)	1,614,772	1,142,259	1,416,042	1,318,019	1,269,472
Kingdom 5 – KR – 35 Group (George V)	857,425	1,704,026	1,609,672	1,464,051	1,494,095
Others	964,598	751,501	655,185	713,590	765,222
Total	12,597,435	14,972,128	15,599,659	13,383,313	13,276,925

Loan Details of All the Above Companies

Kingdom Holding Company

All amounts in Saudi Riyals Thousands
Description	Loan Origin	Paid During the Year	Outstanding Balance	Term of Loan	Due Date
Banque Saudi Fransi	1,000,000	30,000	970,000	–	June 2025
Samba Financial Group	375,000	375,000	–	–	–
Saudi National Bank	4,285,000	2,100,000	2,185,000	5 Years	October 2028
Crédit Agricole	663,357	–	663,357	3 Years	January 2027
Samba Financial Group	–	–	–	–	–
Crédit Agricole – Jumbo	3,225,000	1,650,000	1,575,000	5 Years	September 2027
Citi SES	979,790	199,370	780,420	2 Years	September 2025
Saudi National Bank-KIDC	220,758	38,790	181,967	10 Years	September 2030
Prepaid Loan Fee	(54,517)	–	(57,314)	–	–
Total	10,694,388	4,393,160	6,298,468	–	–

The loans assume borrowing costs according to the prevailing rates between banks in the Kingdom of Saudi Arabia (SIBOR) and the prevailing rates between banks in London (LIBOR), plus a certain profit margin. The company guarantees them through some of its investments. Bank loan agreements include financial undertakings, including those necessary to maintain a certain equity balance, commission coverage ratio, and specific loan ratios to the market value of the collateral provided. These loans are subject to review and amendment according to the needs of the company; thus, some agreements and terms of the loans have been amended according to the last amendment made to these agreements.

Kingdom 5 – KR – 11 Limited

All amounts in Saudi Riyals Thousands
Description	Loan Origin	Paid During the Year	Outstanding Balance	Term of Loan	Due Date
Crédit Agricole – France	1,496,475	–	1,496,475	3 Years	July 2027
Société Générale – France	1,365,735	–	1,365,735	3 Years	December 2025
Total	2,862,210	–	2,862,210	–	–

The loans assume a floating rate commission that is calculated on the basis of the main commission rate (according to the prevailing commission rates between banks in London) plus a certain margin in the loan currency. The facilities are guaranteed by some investments available for sale and other investments. The main currency of these loans is the US Dollar. These loans are subject to review and amendment according to the needs of the company; thus some agreements and terms of these loans have been amended according to the last amendment made to these agreements.

Kingdom KR – 114 Limited (Savoy)

All amounts in Saudi Riyals Thousands
Description	Loan Origin	Paid During the Year	Outstanding Balance	Term of Loan	Due Date
Rueben Brothers – refinance Syndicated loan	1,142,259	284,833	857,425	5 Years	October 2028

Kingdom 5 – KR – 35 Group (George V)

All amounts in Saudi Riyals Thousands
Description	Loan Origin		Paid During the Year		Outstanding Balance		Term of Loan	Due Date
	In Euro	In Riyal	In Euro	In Riyal	In Euro	In Riyal
Société Générale, Natixis, NBK, and CACIB	390,411	1,614,772	–	–	413,832	1,614,772	5 Years	September 2028

The loans are guaranteed by mortgaging the properties of George V Hotel. The loan agreements include some financial undertakings that require maintaining the asset value coverage rate and maintaining cash collateral insurance. The loans carry a floating rate commission according to the prevailing commission rates between the banks in London for three months. The main currency of these loans is the Euro. These loans are subject to review and amendment according to the needs of the company; thus, some agreements and terms of these loans have been amended according to the last amendment made to these agreements.

Others

All amounts in Saudi Riyals Thousands
Description	Loan Grantor	Loan Origin	Paid During the Year	Outstanding Balance	Term of Loan	Due Date
Trade Centre Company Limited	SNB	1,719,283	755,093	964,190	8 Years	December 2026

These loans are subject to review and amendment according to the needs of the company; thus, some agreements and terms of the above-mentioned loans have been amended according to the last amendment made to these agreements.

Details of Transactions related to Kingdom Holding Company, its subsidiaries, and shareholders

Liabilities Due from Relevant Entities

These transactions arose because of the normal and principal activities of the group. These transactions are carried out in accordance with the terms and conditions for dealing with third parties. The details of these transactions are as follows:

All amounts in Saudi Riyals Thousands
Name of Company	Nature of Transaction	Amount
Al Azizia Commercial Investment Company	Liabilities due from Associate Companies	114,207
Other	Liabilities due from Associate Companies	686
Total		114,893

Liabilities Due to Relevant Entities

These transactions arose as a result of the normal and principal activities of the group. These transactions are carried out in accordance with the terms and conditions for dealing with third parties. The details of these transactions are as follows:

All amounts in Saudi Riyals Thousands
Name of Company	Nature of Transaction	Amount
Kingdom Oasis	Liabilities due to Associate Entities	–
Qatar Investment Authority	Non-controlling Interest	510,799
Other	Liabilities due to Associate Entities	240
Total		511,039

The Group’s activities expose it to various financial risks. These risks include market risks (including currency risks, fair value risks and cash flows of the commission rate and price risks), credit risks and liquidity risks. The general risk management program of the Group focuses on the unpredictability of the financial market conditions and seeks to minimize potential adverse effects on the Group’s financial performance.

Risk management is carried out by senior management in accordance with the policies approved by the Board of Directors. The most important types of risks are credit risk, currency risk, market risk, fair value risk and commission rate cash flow risks.

The financial instruments presented in the financial position statement include cash and cash equivalents, investments, accounts receivable, some other assets, bank borrowings, term loans, accounts payable and some other liabilities. The registration methods applied for these items are disclosed in the accounting policy for each one of them.

Clearing is carried out between the financial assets and liabilities. The net is to be stated and disclosed in the financial statements, when the Group has a legal right to conduct clearing and the intention to either settle on a net basis or register the assets and liabilities at the same time.

Fair Value and Commission Rate Flow Risks

Fair value and commission rate cash flow risks are the exposures to various risks related to the effect of fluctuations in commission rates in the market on the financial position and cash flows of the Group. The group is exposed to commission rate risk in terms of its assets and liabilities related to the commission including loans, bank borrowings and term deposits that are associated with a floating commission.

The impact on income and expenses is the influence of the assumed changes in commission rates on the net results of the Group for one year based on the financial assets and liabilities associated with floating commission and existing as on December 31, 2023, and 2024.

Stock Rate Risk

The stock rate risk is the risk of the fair value decreasing because of the change in the level of the stock indices and the individual value of each share. The Group’s investments available for sale and those acquired for trading purposes are subject to price risks, whereas they consist of investments in equity shares. The Group diversifies its investment portfolio to manage the share price risk arising from its investment in equity shares.

Credit Risk

Credit risk is the inability and failure of one party to fulfill the obligations related to financial instruments, which leads the other party to incur a financial loss. The Group manages its credit risk with respect to its customers by setting a credit limit for each customer and monitoring the outstanding receivables.

The table below represents the maximum credit risk to which the most important items in the financial position statement are exposed:

All amounts in Saudi Riyals Thousands
Description	2024	2023
Balances in Banks and Short-Term Deposits	1,689,658	1,923,789
Receivables	252,385	429,486
Other Current Assets (required from Sister Companies and Others)	114,893	123,858
Long-Term Receivable	–	1,250,399
Total	2,056,936	3,727,532

Liquidity Risk

Liquidity risk is the risk that an enterprise would encounter difficulties in securing the necessary liquidity to fulfill the obligations and liabilities related to financial instruments. Liquidity risk may result from an inability to sell a financial asset rapidly at an amount close to its fair value. Liquidity risk is managed by periodically ensuring that sufficient liquidity is available through credit facilities to fulfill any future obligations. The sale terms and conditions of the Group require that the amounts must be paid within 30 days from the sale date. Commercial accounts payable are usually paid within 60 days from the purchase date.

Currency Risk

Currency risk is the risk arising from financial instrument value fluctuation due to changes in foreign exchange rates. The Group monitors the fluctuations in foreign exchange rates and manages its impact in the consolidated financial statements accordingly.

For further details, refer to the attached notes to the financial statements.

Due Regulatory Payments

The due regulatory payments in the consolidated financial position statement consist of the following:

All amounts in Saudi Riyals Thousands
Description	2024	2023
Zakat Provision of the Year – Kingdom Holding Company*	488,516	362,674
Income Tax Provision – Foreign Subsidiaries*	3,687	–
Total	492,203	362,674

* Zakat of the period is the Zakat due on the Company and its local subsidiaries. The subsidiaries of the Group registered outside the Kingdom of Saudi Arabia are subject to the Tax Regulations in the Countries, in which these companies operate. The foreign profit distributions are subject to withholding tax.

For further details, refer to the financial statements and the attached notes.

Assemblies of Shareholders

Extraordinary General Assembly

1. Approved modifications to the company’s bylaws in alignment with the new Companies Law, including the reorganization and renumbering of articles to reflect the proposed changes.
2. Approved the amendment of Article 17 of the company’s bylaws, increasing the number of Board of Directors members from 8 to 9.

Ordinary General Assembly

1. Reviewed and discussed the Board of Directors Report for the fiscal year ending December 31, 2023.
2. Financial Statements: Reviewed and discussed the company’s financial statements for the fiscal year ending December 31, 2023.
3. Approved the external auditor’s report for the fiscal year ending December 31, 2023, following discussion.
4. Approved absolving the Board of Directors members from liability for the year ended December 31, 2023.
5. Approved the purchase transaction of Citi Group shares between Kingdom Holding Company and its Chairman, HRH Prince AlWaleed Bin Talal Al Saud, for 1,685,868,750 (USD 449,565,000) without preferential terms.
6. Approved the election of Board Members for the next three-year term from June 5, 2024, to June 4, 2027 G. The following candidates, who received the highest votes, were elected:
   • HRH Prince AlWaleed Bin Talal Al Saud
   • Abdulmajid Ahmed Al-Haqbani
   • Dr Lama Abdulaziz AlSuliman
   • Eng. Talal Ibrahim AlMaiman
   • Sarmad Zok
   • Adel Abdulaziz AlAbdulsalam
   • Hesham Sulaiman Al Habib
   • Reem Mohammed Assad
   • Tamim Bassam Mahmoud Jabr
7. Approved the appointment of PricewaterhouseCoopers (PwC) Public Accountants as the external auditor, based on the recommendation of the Audit Committee. PwC will examine, review, and audit the financial statements for Q2, Q3, and the annual financial statements of 2024, as well as the Q1 financial statements of 2025. The total audit fees are 4,050,000 (excluding VAT).
8. Approved the disbursement of 600,000 as remuneration for the Independent Board Members for the fiscal year ending December 31, 2023, with each member receiving 200,000.
9. Approved the Board of Directors’ recommendation (16/09/1445 A.H corresponding to 26/03/2024) to distribute 1,037.6 Mn. in cash dividends from retained earnings to shareholders during 2024, amounting to 0.28 per issued share for the whole year, representing 2.8% of the nominal value of the share, and the distribution will be made on a quarterly basis at the rate of 0.7% of the nominal value of the share, at the rate of 7 halalas per quarter for each issued share, for a total of 259.4 Mn. per quarter. Eligibility and payments dates are as follows:

   Payment	Eligibility date (end of trading day)	Payment date (10 working days after eligibility)
   1st payment	June 10, 2024 (04/12/1445 A.H.)	10 working days after the second trading day following the eligibility date
   2nd payment	July 31, 2024 (25/01/1446 A.H.)	10 working days after the second trading day following the eligibility date
   3rd payment	October 1, 2024 (28/03/1446 A.H.)	10 working days after the second trading day following the eligibility date
   4th payment	December 31, 2024 (30/06/1446 A.H.)	10 working days after the second trading day following the eligibility date

10. Approved authorizing the Board of Directors to distribute interim cash dividends on a semi-annual or quarterly basis for the fiscal year 2024.

The Company’s General Assembly Meetings and the Names of the Attending Members of the Board of Directors: (2)

Name of Member	Date of Meeting
	17 April 2024	03 June 2024
HRH Prince AlWaleed Bin Talal Al Saud	√	√
Engineer Talal Ibrahim Almaiman	√	√
Mr Sarmad Nabil Zok	√	√
Mrs Reem Mohammed Assad	√	√
Dr Lama Abdulaziz Suliman	√	√
Mr Hesham Sulaiman Al Habib	√	√
Mr Adel Abdulaziz Al-Abdulsalam	√	√
Mr Abdulamjeed Ahmed Alhaqbani	√	√

The number of Board of Directors meetings during the year was (16). The number of sessions attended by each member is as follows

Name of Member	Membership Type	Date of Meeting
		12 February	28 February	25, 31 March	4, 29 April	14 May	3, 11, 27 June	10, 24 July	6 August	9 October	7 November	16 December
HRH Prince AlWaleed Bin Talal Al Saud “Chairman”	Non-Executive	√	√	√	√	√	√	√	√	√	√	√
Eng. Talal Ibrahim Al-Maiman	Executive	√	√	√	√	√	√	√	√	√	√	√
Mr Sarmad Nabil Zok	Executive	√	√	√	√	√	√	√	√	√	√	√
Mr Adel Abdulaziz Al-Abdulsalam	Executive	√	√	√	√	√	√	√	√	√	√	√
Dr Lama Abdulaziz AlSuliman	Independent	√	√	√	√	√	√	√	√	√	√	√
Reem Mohammed Assad	Independent	√	√	√	√	√	√	√	√	√	√	√
Mr Hesham Sulaiman Al Habib	Independent	√	√	√	√	√	√	√	√	√	√	–
Mr Abdulmajid AlHaqbani	Non-Executive	√	√	√	√	√	√	√	√	√	√	√
Mr Tamim Bassam Jaber	Executive	–	–	–	–	–	√	√	√	√	√	√

Shares owned by Members of the Board of Directors, Senior Executives, their Wives and minor Children and Stakeholders

Name of Member	Membership Type	Listed and Closed Joint Stock Companies, which membership is occupied by the Members of the Board	Number of Owned Shares
			2024	2023
His Royal Highness Prince AlWaleed bin Talal bin Abdulaziz Al Saud	Chairman of the Board of Directors Non-Executive	None	3,520,588,235	3,520,588,235
Engineer Talal Ibrahim Al- Maiman	Chief Executive Officer	Member of the Board of Directors: National Industrialization Company National Air Services Company (NAS) Banque Saudi Fransi Kingdom Investment and Development Company Saudi Fransi Capital Company Dallah Healthcare company	10,433,014	10,433,014
Mr Sarmad Nabil Zok	Executive Member of the Board of Directors	Accor Group Four Season Holdings Inc	–	1,000
Mr Adel Abdulaziz Al-Abdulsalam	Executive	Member of the Board of Directors: Helicopter Company Laudun investment company	1,035,812	–
Dr Lama Abdulaziz lSuliman	Independent	None	–	–
Reem Mohammed Assad	Independent	None	–	–
Mr Hesham Sulaiman Al Habib	Independent	Member of the Board of Directors: Dr Sulaiman Al Habib Medical Group Namara Investments Hamat Holding Company Tamkeen Human Resources Dr. Abdulaziz Ibrahim Al Ajaji Dental Clinic Group Company Hulool Al Sahabah for IT & Communication Company Medi Life Limited Company Alpha Care Limited Company Dr. Sulaiman Al Habib Medical Services Group Holding Company Namara Limited Company Qimam Al Tabadul for Investment Company Thabat Al Amal Company Jawaher Al Mustaqbal Real Estate Company Al Masa Al Zarqa Real Estate Company Manazel Al Wosta Real Estate Company Soroh Al Marakez Company Rawabet Medical Sehat Al Sharq Medical Limited Company Al Wosta Medical Limited Company Gharb Jeddah Hospital Company Flow Medical Company Asharq Alawsat Pharmacies Company Eraf Medical Company	–	–
		Manager: Bawabat Al Sharq for Healthcare Company Al Muhammadiyah Hospital for Healthcare Company Shamal Al Riyadh for Healthcare Company Sehat Al Kharj for Healthcare Company Bawabat Al Shamal for Healthcare Company Bawabat Al Gharb for Healthcare Company Wrass for Operation and Maintenance Company Sehat Al Hamra for Healthcare Company Al Marakez Al Awwalyah for Health Care Company Wrass Real Estate Company Taswiyat Management Company PharmaChoice Pharmacy Company Dr. Sulaiman Al Habib Hospital FZ-LLC Sehat Al Olaya Medical Complex Company Buraidah Al Takhassusi Hospital for Healthcare Company Al Rayan Hospital for Healthcare Company Home Healthcare Company Al Gharb Al Takhassusi Hospital for Healthcare Company Al Mokhtabarat Diagnostic Medical Company Sehat Al Suwaidi Medical Company
Mr Abdulmajeed Ahmed AlHaqbani	Non- Executive	Member of the Board of Directors: General Entertainment Authority Newcastle United Football Company Al Hilal Club Company The Saudi Iraqi Investment Company The Saudi Sudanese Investment Company The Saudi Jordanian Investment Company The Saudi Bahraini Investment Company The Saudi Omani Investment Company The Saudi Egyptian Investment Company Sela Company Banque Saudi Fransi	–	–
Mr Tamim Bassam Jaber	Executive	Member of the Board of Directors: Deezer SA Five Capital	638,468	–

Remunerations and allowances were paid to Five Senior Executives, including the Chief Executive Officer and Chief Financial Officer

Remunerations of Senior Executives
Fixed Remunerations		Variable Remunerations		End of Service Gratuity	Total
Salaries	Allowances	Bonus	Shares	End of Service Bonus
32,567,490	3,844,100	7,290,000	–	–	43,701,590

Remunerations are determined according to the Remunerations Policy approved by the General Assembly. There has not been any significant and essential deviation from this policy. Four of the Executives are members of the Board of Directors, Engineer Talal Al- Maiman, Mr Sarmad Zok, Mr Adel Al-Abdulsalam and Tamim Jabr. The remuneration, which they received for their executive work in the company, is as follows:

Fixed Remunerations			Variable Remunerations		End of Service Gratuity	Total
Salaries	Allowances		Bonus	Shares	End of Service Bonus
28,920,150	3,544,100		7,290,000	–	–	39,754,250

Investment Committee

The Committee undertakes general supervision of the company’s investments. The Committee is charged with approving the main investment decisions on behalf of the Board of Directors and reviewing the performance and purchase of investments. The number of Committee’s meetings held during the year reached (4) meetings. The Committee consists of the members, whose names are as follows:

Name of Member	Membership Type	26 March	9 October	14 October	15 October	16 December
HRH Prince AlWaleed Bin Talal Al Saud “Chairman”	Non-Executive	√	√	√	√	√
Engineer Talal Ibrahim Al- Maiman	Executive	√	√	√	√	√
Mr Adel Abdulaziz Al-Abdulsalam	Executive	√	√	√	√	√
Mr Abdulmajid Alhaqbani	Non-Executive	√	√	√	√	√
Mr Tamim Bassam Jabr	Executive	–	√	√	√	√

Audit Committee

The Committee oversees the assessment of risks, administrative procedures, internal controls, operations, financial reports, and auditing of the company’s financial statements. It also monitors and approves the company’s financial results, ensures compliance with regulations and policies, and evaluates internal control procedures.

In 2024, the Committee held four (4) meetings.

The Committee consists of the members, whose names are as follows:

		Date of Meeting
Name of Member	Membership Type	24 March 2024	12 May 2024	6 August 2024	6 November 2024
Dr Khaled Abdullah AlSuhaim “Chairman”	Independent	√	√	√	√
Reem Mohammed Assad	Independent	√	√	√	√
Mohammed Omar Aloyaidi	Independent	√	√	–	–
Mr Faisal Mohammed Al-Anzi	Independent	–	–	√	√

In 2024, the Committee, in collaboration with auditors, assessed the effectiveness of the internal control system in protecting the company’s assets, evaluating business risks, and measuring performance efficiency as part of the final financial statement audit. No significant weaknesses were identified in the company’s internal control system. The Committee recommended the appointment of an Internal Audit Manager to assist in carrying out its tasks, prepare periodic reports, and oversee the resolution of previous internal audit findings. The company’s management believes that, given its nature as a holding company, the internal audit function should be outsourced to a specialized professional firm.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for nominating Board members and assisting the Board in developing, reviewing, and approving compensation plans and policies.

In 2024, the Committee held four (4) meetings.

The Committee consists of the members, whose names are as follows:

		Date of Meeting
Name of Member	Membership Type	29 January 2024	5 May 2024	24 July 2024	16 December 2024
Mr Hesham Sulaiman Al Habib “Chairman”	Independent	√	√	√	√
Reem Mohammed Assad	Independent	√	√	√	√
Dr Lama Abdulaziz AL Suliman	Independent	√	√	√	√

Suggestions and notes

Members, particularly non-executives, are informed of shareholders’ proposals and notes regarding the company and its performance during periodic meetings of the Board. They also view a part thereof directly during the meeting of the General Assemblies of the company.

Company’s Requests of the Shareholder Register

The company has requested the shareholder register under 18 requests as follows:

Date	Purpose
02 January 2024	Dividend entitlement
02 April 2024	AGM
03 June 2024	AGM
12 June 2024	Dividend entitlement
22 June 2024	Others
23 June 2024	Others
24 June 2024	Others
25 June 2024	Others
28 June 2024	Others
29 June 2024	Others
31 June 2024	Others
01 August 2024	Others
04 August 2024	Dividend entitlement
08 August 2024	Others
13 August 2024	Others
18 August 2024	Others
19 August 2024	Others
03 October 2024	Dividend entitlement

Board of Directors’ Declarations for the Governance System Requirements

According to the Regulations issued by the Capital Market Authority, concerning the Registration and Listing System and the Corporate Governance Regulation regarding the necessity of disclosing all regulatory requirements listed in the Regulations in the annual report of the Board of Directors, the Board acknowledges the following:

• The company did not receive any notices from its shareholders regarding any change in their ownership percentage during 2024.
• There is currently no system of stock option plans. There are no transferable debt instruments of shares for any entity whatsoever.
• There is no redemption, purchase, or cancellation by the company or any of its subsidiaries regarding any callable bonds and the value of the remaining securities.
• The company does not have franchise shares or shares that have a special priority in voting, whether for shareholders, members of the Board of Directors or its employees. All the shares of the company are ordinary shares of equal nominal value and equal in voting rights and other rights according to the law.
• There is no contract that the company was a party therein, in which there is or has been a fundamental and essential interest for any member of the company’s Board of Directors, the Chief Executive Officer, or the Chief Financial Officer, or for any person related to any of them other than what was mentioned in the disclosure of the relevant parties.
• The Board of Directors declares that the three independent members received bonuses and remunerations amounting to Two Hundred Thousand Riyals for each member in consideration of their membership in the Board of Directors along with actual travel expense reimbursement for attending the board meetings amounting to Sixteen Thousand One Hundred and Twenty-Five Riyals for all members, upon which it was voted by approval at the General Assembly Meeting. They did not receive, in addition to the other members of the Board of Directors, any allowances, travel expenses, transportation, or any other allowances regarding 2024 up to the date of this report.
• There have been no investments or reserves made for the interest or benefit of the company’s employees except for the end of service gratuity provision.
• The consolidated financial statements of the company have been prepared as of December 31, 2024, in accordance with the international accounting standards approved by the Saudi Organization for Certified Public Accountants and in a manner that fairly presents the financial position of the company. There is also no difference from the application of the Accounting Standards approved by the Saudi Organization for Certified Public Accountants. Note that the report of the Chartered Accountant did not include any reservations to the annual financial statements.
• The account records have been correctly prepared.
• There is no doubt about the ability of the issuer to continue its activity.
• The Audit Committee is fulfilling its entrusted role to verify the integrity and effectiveness of the internal control system through the internal audit reports filed thereto. Therefore, positive confirmation can be given on the systems and effectiveness of the company’s internal control.
• No penalty, sanction, or precautionary attachment was imposed on the company by the Capital Market Authority or any other Supervisory, Regulatory or Judicial Authority.
• The company would like also to clarify that the company has complied with all the requirements of the Corporate Governance Regulation issued by the Capital Market Authority.

In conclusion, His Royal Highness, the Chairman and all Members of the Board of Directors extend thanks and gratitude to the Custodian of the Two Holy Mosques, His Highness the faithful Crown Prince, and to the Good Government for the continuous care, concern and support for the welfare and security of the homeland and the citizen. We thank the shareholders of the company for their precious trust and continuous support. The Board of Directors also takes this opportunity to express its sincere thanks and appreciation to all employees in the Company’s Departments and Subsidiaries for their sincere efforts during 2024 and wishes more prosperity and progress in the coming years. Allah is the Arbiter of Success.