| Element List | Explanation |
|---|---|
| Introduction | SHL Finance Company announces the results of the General Assembly Meeting (First Meeting), after the achievement of the required Quorum of holding the Ordinary General Assembly. |
| City and Location of the General Assembly's Meeting | The Company Head Office – King Abdulaziz Road 8246, P. O. Box 27072, Riyadh 11417, The meeting was held by Technical Means only. |
| Date of the General Assembly's Meeting | 2026-06-22 Corresponding to 1448-01-07 |
| Time of the General Assembly’s Meeting | 18:45 |
| Percentage of Attending Shareholders | 90.70 |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | 1- Mr. Yousef Abdullh AL Shelash - Board Chairman, and Chaired the Meeting. 2- Mr. Obaid AL Rasheed - Board Vice Chairman 3- Mr. Waleed Abdulrahman AL Murshid – Board Member 4- Mr. Kamal Amin Khodr – Board Member 5- Mr. Ayham Mohammed AL Yousef -Board Member 6- Mr. Ziad Naeem El Cha’ar - Board Member 7- Mr. Khalid Abdulaziz AL Rashed – Board Member 8- Mr. Abdulelah Saleh AL Shaikh – Board Member 9- Dr. Ahmed Saleh AL Dehailan – Board Member 10- Mr. Ibrahim Abdullah AL Jasir – Board member 11- Mr. Mansour Saeed Madi – Board Member |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | 1- Dr. Mohammed Suleiman Al Aqeel – Chairman of the Audit Committee. 2- Mr. Kamal Amin Khodr – Chairman of the Executive Committee & Chairman of the Credit & Risk Management Committee. 3- Mr. Waleed Abdulrahman AL Murshid - Chairman of the Nomination & 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 31st December 2025 was reviewed & discussed. 2- The Financial Statements for the fiscal year ended 31st December 2025 was reviewed & discussed. 3- Approval of the External Auditors Report for the fiscal year ended 31st December 2025 after discussion. 4- Approval of the absolving the members of the Board of Directors from liabilities for the fiscal year ended 31st December 2025. 5- Approval of the appointment of Delloite & Douche – Baker Abu Al- khair & Co. as the company’s auditor from among the candidates based on the Audit Committee recommendation to examine, review, and audit the financial statements for the second, third and annual financial statements for the year 2026, and the first quarter of the year 2027, with a total annual fee of SAR 1,120,000 (excluding the VAT). 6- Approval of the Board of Directors recommendation to distribute cash dividends of a total amount of SR50 million (Fifty million Saudi Riyals) to the Shareholders for the fiscal year ended 31st December 2025, which equal to (0.50) Saudi Riyals per share representing (5%) of the share par value, and the eligibility for Shareholders owning shares and registered with the Securities Depository Center Co. (Edda) by the closing of the General Assembly date, and the distribution will be within 15 days following the entitlement date ( General Assembly meeting date) as distribution will start as from Thursday 24/01/1448H corresponding to 09/07/2026G. 7- Approval of the distribution of remuneration for the Board members for total amount of (SR 2,673,000) two million six hundred seventy-three thousand Saudi Riyals for the year ended 31st December 2025. 8- Approval on the distribution of remuneration for the Board Committees members for total amount of (SR 1,857,000) one million eight hundred fifty-seven thousand Saudi Riyals for the year ended 31st December 2025. 9- Approval of delegating the Board of Directors to distribute Interim Profits on Semi-Annual or Quarterly basis for the year 2026 as per Clause (39-2) of the Company Bylaws. 10- Approval of the contracts & transactions for the year ended 31st December 2025, made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah AL Rasheed ( none executive member) had indirect interest, regarding the banking facilities (Islamic Tawarruq financing) obtained from the Arab National Bank, with a total balance of 1.80 billion Saudi Riyals as of December 31st , 2025, along with the consequences of these facilities such as burdens and costs in the amount of SR 124 million Saudi riyals during the same year and on the basis of the SIBOR plus profit margin, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any privilege conditions or terms. 11- Approval of the contracts & transactions for the year ended 31st December 2025 made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah AL Rasheed (none executive member) had indirect interest, relating to fees for establishing deferred contracts through Arab National Bank. The Company will amortize these fees on monthly basis until the end of these contracts. During 2025, the balance of the unamortized portion of the fees paid to Arab National Bank amounted to 7.9 million Saudi Riyals as of December 31, 2025, the is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 12- Approval of the contracts & transactions for the year ended 31st December 2025, made between the company and the Arab National Bank as a related party, which the Board member Mr. Obaid Abdullah AL Rasheed (none executive member) had indirect interest, related to administrative service fees, provided by SHL Finance Company related to real estate financing contracts sold to the Arab Bank during 2014, according to the asset sale agreement signed with the Arab National Bank. The inclusive service revenues during the year 2025 were amounted to 2.61 million Saudi riyals, net after deducting the costs of services, and the balance of service fees due from the Arab National Bank was amounted to 0.33 million Saudi riyals as of December 31st, 2025, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 13- Approval of the contracts & transactions for the year ended 31st December 2025 made between the company and Dar Al Arkan Real Estate Development Company as a related party, which Board member Mr. Yousef Abdullah Al Shelash (none executive member) had indirect interest, relating to finance company clients for ready housing units purchased from projects developed by Dar Al Arkan Real Estate Development Company. The total value of the units purchased by the company from Dar Al Arkan Real Estate Development Company and financed to customers during the year 2025 was amounted to SR 2.29 million Saudi Riyals. The contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 14- Approval of the contracts & transactions for the year ended 31st December 2025 made between the company and Tharawat Real Estate Assets Company, in which the Board member Mr. Yousef Abdullah Al Shelash, (none executive member) has an indirect interest, and these amounts are represented the rental value for offices space Nos. (004/103/104/303/304) rented by the company’s Head Offices in Madarat Towers located in Riyadh, Al-Wazarat district, with a total area of 1961 m2, according to the agreement signed between the company and Tharawat Real Estate Assets Company on 01/01/2020. The rents paid for the year 2025 were amounted to 2.18 million Saudi Riyals, the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 15- Approval of the transactions and contracts for the fiscal year ending December 31, 2025, between the company and Wasalt Real Estate Services Company, in which Board member Mr. Ziad Naeem El Cha’ar (Non-Executive) has an indirect interest. On December 18, 2024, the company signed an annual real estate marketing services agreement with Wasalt Real Estate Services Company to sell and market the company's recovered properties. The commissions due to Wasalt Real Estate Services Company amounted to SR 0.059 million Saudi Riyals. the contract is considered as continuous dealings which is subject to annual renewal and made in the ordinary course of the company business without any preferential conditions or terms. 16- Approval of the transactions and contracts for the year ended 31st December 2025 made between the company and Al-Khair Capital, in which Chairman Mr. Yousef Abdullah Al Shelash (none executive member) has an indirect interest, relating to Murabaha deposits during 2025: The company signed Murabaha deposits Agreement with Al-Khair Capital as part of its strategy to utilize its cash liquidity. The balance of Murabaha deposits as of 31st December 2025, was SR 31.2 million Saudi Riyals and the profit gained was SR 1.4 million Saudi Riyals. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. 17- Approval of the transactions and contracts for the fiscal year ending December 31, 2025, between the Company and Quara Finance Company, in which the Chairman of the Board, Mr. Yousef Abdullah Al-Shalash (Non-Executive), has an indirect interest. These transactions relate to the signing of a Sharia-compliant credit facility agreement dated June 1, 2025, under which Quara Finance Company was granted financing of SR 100 million Saudi Riyals. Of this amount, SR 50 million Saudi Riyals was disbursed under Financing Loan Contract No. 4630302 for a three-year term with equal repayment installments. The outstanding balance of the agreement at the end of 2025 amounted to SR 47.5 million Saudi Riyals. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. 18- Approval of the transactions and contracts for the fiscal year ending December 31, 2025, between the Company and Yousef Abdullah Al-Shubaily Professional Consulting Company, in which Dr. Yousef Abdullah Al-Shubaily (an independent member of the Sharia Committee) has an indirect interest. These transactions related to the Company's signing of a contract for the provision of Sharia consulting services for all the work of the Sharia Committee Secretariat and Sharia compliance and audit activities, pursuant to the contract concluded in February 2025. The outstanding balance at the end of 2025 amounted to SR 0.12 million Saudi Riyals. These are ongoing transactions renewed annually, conducted in the ordinary course of business under prevailing market terms without any preferential conditions or terms. |