General Assembly Meeting's Agenda

Saudi Ground Services Co. Announces to Invites to its Shareholders to Attend the (1st Meeting) Ordinary General Meeting by Using Modern Media Platform Element List Explanation

Introduction The Board of Directors of Saudi Ground Services is pleased to invite its shareholders to attend the company's Ordinary General Assembly Meeting (First Meeting), which is scheduled to be held, at exactly 6:30 pm on Shawal 22, 1442H corresponding to June 3, 2021G, in Jeddah City, utilizing modern technology through the use of Tadawulaty system, to ensure the safety of shareholders to support the preventive and precautionary efforts and measures by the health authorities to address the emerging Corona Virus (COVID-19), and as an extension of the continuous efforts made by all government agencies in The Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread. City and Location of Using Modern Media Platforms. the Ordinary General Assembly’s Meeting URL for Meeting https://www.tadawulaty.com.sa/ Location Date of the Ordinary Shawal 22, 1442H Corresponding June 3, 2021G General Assembly’s Meeting Time of the Ordinary 18:30 General Assembly's Meeting Attendance Eligibility Each shareholder who is registered in the Company’s Shareholders Register at the Securities Depository Center at the end of the trading session preceding the General Assembly meeting has the right to register electronic attendance and vote using the (Tadawulaty system) at the Assembly meeting, according to the rules and regulations. Quorum for In accordance with the Article (38) of the Articles of Association of the company, The legal quorum for holding Convening the the Ordinary General Assembly is the presence of shareholders who represent at least (half) 50% of the Ordinary General company's capital. Assembly's Meeting Ordinary General 1. Vote on the board of directors' report of the fiscal year ended 31st December 2020. Assembly Meeting 2. Vote on the reference report on the fiscal year ended 31st December 2020. Agenda 3. Vote on financial statements for the fiscal year ended 31st December 2020. 4. Vote on absolving liability of the Board of Directors of the fiscal year ended 31st December 2020. 5. Vote on the appointing of the company's external auditor from among the candidates based on the recommendation of the audit committee to examine, review and audit the financial statements for the second, third, fourth quarters and annual for the year 2021 and the first quarter of 2022, and determine their fees. 6. Vote on the appointing Capt. Fahd Cynndy - Member of the (Executive Board of Directors), from the date of his appointing 01-02-2021G, to complete the board session until the end of the current session, which ended on 05-06-2022, replacing former member Mr. Omar Hariri (Non-Executive Member). (CV attached). 7. Vote on the Board of Directors delegated the authority of the Ordinary General Assembly to the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the period of the authorized Board of Directors, whichever is earlier, per the conditions mentioned in the controls and procedures regulatory issued in implementation of the system of private companies listed contributed companies. 8. Vote on the business and contracts that will be concluded between the company and the Saudi Airlines, in which the board member Con Korfiatis has an indirect interest in it, as he works for the Flyadeal Company, which is 100% owned by the corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions in the year 2020 amounted to 629,222,707

SAR annually with the knowledge that these transactions take place on a commercial basis and without preferential terms. (attached). 9. Vote on the business and contracts that will be concluded between the company and the Saudia Cargo Ltd. and the Board member that Con Korfiatis has an indirect interest in it, Where it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted 19,339,647 SAR annually, noting that these transactions are carried out on a commercial basis and without preferential conditions.(attached). 10. Vote on the business and contracts that will be concluded between the company and the Saudi Aerospace Engineering and Industry Company, and the Board member Con Korfiatis has an indirect interest in it, Where it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted 108,165,488 SAR annually, noting that these transactions are carried out on commercial basis and without preferential conditions.(attached). 11. Vote on the business and contracts that will be concluded between the company and the Saudi Private Aviation Company (SPA), and the board member Con Korfiatis has an indirect interest in it, as it works for Flyadeal Company, which is 100% owned by the corporation, which is about the provision of ground handling services, noting that transactions for the year 2020 are amounted at 12,159,031 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(attached). 12. Vote on the business and contracts that will be concluded between the company and the Royal Fleet Services Company and a member of the Board of Directors that Con Korfiatis has an indirect interest in it, as it works for Flyadeal Company, which is 100% owned by the Corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that the transactions are for the year 2020 amounted 77,773,226 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(attached) 13. Vote on the business and contracts that will be concluded between the company and Flyadeal, and a member of the board of directors that Con Korfiatis has an indirect interest in it, as he works for the airline, which is 100% owned by the corporation, which is about the provision of ground handling services at the Kingdom's airports, noting that the transactions for the year 2020 amounted 81,050,686 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms. (attached). 14. Vote on the business and contracts that will take place between the company and the Saudi Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al Buainain, Eng. Saleh Hefni and Capt. Fahad Cynndy, has an indirect interest in it as they occupy the membership of the Board of Amad Company which is about providing ground handling services at the Kingdom's airports, noting that transactions for the year 2020 amounted to 1,499,130 SAR annually, noting that these transactions are carried out on commercial basis and without preferential conditions. (attached). 15. Vote on the business and contracts that will be concluded between the company and the Saudi Arabia Holding Company, in which the board member Con Korfiatis has an indirect interest in it, as he works for the Flyadeal Company, which is 100% owned by the corporation, which is about the provision of Staff secondment services at the Kingdom's airports, noting that transactions in the year 2020 amounted to 11,678,728SAR annually, SAR annually with the knowledge that these transactions take place on a commercial basis and without preferential terms. (attached). 16. Vote on the business and contracts that will be concluded between the company and the Saudi Al-Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al-Buainain, Eng. Saleh Hefni and Capt. Fahd Cynndy, an indirect interest in it, as they occupy the membership of the Board of Al-Amad Company, which is about providing rental service for operating vehicles at the Kingdom's airports, noting that transactions in the year 2020 amounted 10,270,515 SAR annually, noting that these transactions are carried out on a commercial basis and without preferential terms. (Attached). 17. Vote on the business and contracts that will be concluded between the company and the Saudi Airlines Catering Company, and the Con Korfiatis Board member has an indirect interest in, who works for Flyadeal Company and it is 100% owned by the Corporation, which is about the provision of subsistence service to the employees of the company, noting that the transactions for the year 2020 amounted 31,438,733 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms.(Attached).

18. Vote on the business and contracts that will be concluded between the company and the Saudi Aerospace Engineering and Industry Company, and the board member has an indirect interest in Con Korfiatis, who works for Flyadeal and is 100% owned by the corporation, which is about providing maintenance services for the company's equipment, noting that the transactions for the year 2020 are amounted. 26,603,720 SAR annually, noting that these transactions are carried out on commercial basis and without preferential terms. (attached). 19. Vote on the business and contracts that will be concluded between the company and the Saudi Al-Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al-Buainain, Eng. Saleh Hefni and Capt. Fahd Cynndy, an indirect interest in it, as they occupy the membership of the Board of Al-Amad Company, which is about provision of services for transporting seafarers inside and outside the airport and deportees, noting that transactions for the year 2020 amounted to 23,362,793 SAR annually, bearing in mind that these transactions are carried out on a commercial basis and without preferential conditions. (Attached). 20. Vote on the business and contracts that will be concluded between the company and the Saudi Al-Amad Company for Airport and Air Transport Support Services, owned by 50% of the company, and whose members are Eng. Khaled Al-Buainain, Eng. Saleh Hefni and Capt. Fahd Cynndy, an indirect interest in it, as they occupy the membership of the Board of Al-Amad Company, which is about the Civil Aviation Authority for Airports services and Air Transport support, noting that transactions for the year 2020 amounted to 34,574,000 SAR annually, bearing in mind that these transactions are carried out on a commercial basis and without preferential conditions. (Attached). Proxy Form Attached Electronic Vote Shareholders can remotely vote on the General Assembly Meeting’s agenda, the remote voting will start on Shawal 19, 1442H, corresponding to May 31, 2021G, at 10:00 A.M. Until the end of the Assembly meeting on Shawal 22, 1442H corresponding to June 3, 2021G. Therefore, we invite all shareholders to vote via (E-voting service), through Tadawulaty www.tadawulaty.com.sa Please note that registration in Tadawulaty service and voting is provided free of charge to all shareholders. Eligibility for Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the Attendance General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Registration and Concludes Counting the Votes. Voting Method of If there are any inquiries, please contact Shareholders Relations Department: Communication Tel: 012690999 EXT: 8866 E-mail: [email protected] . Attached Files

Clarification on the power of attorney form Dear Respected / Shareholders

Regarding the company's announcement on the Tadawul website regarding the invitation to the Ordinary General Assembly of shareholders, the Ordinary General Assembly of the company will be held through media platforms - remotely - to ensure the safety of everyone, and in support of the preventive and precautionary efforts and measures by the competent authorities to address the emerging Corona Virus (Covid-19), and an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.

Therefore, we inform you that there is no need to fill out the power of attorney form, as attendance will be remote, and the agenda items will be voted on electronically.

Accordingly, we invite all shareholders of the Saudi Ground Services Company to use electronic voting remotely through the website of the “Tadawulaty” http://tadawulaty.com.sa as registration in the “Tadawulaty” and voting will be available free of charge to all shareholders before the date of the Assembly according to the regular duration.

Please accept our sincere greetings and appreciation,

Saudi Ground Services Company - SGS

2020 AC Annual Report

INTRODUCTION ...... 3

1. APPOINTMENT OF THE AUDIT COMMITTEE ...... 3

2. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE ...... 3

...... 3

...... 4

3. MEMBERS OF AUDIT COMMITTEE ...... 5

4. MEETINGS OF THE AUDIT COMMITTEE ...... 5

5. ACHIEVEMENTS OF THE AUDIT COMMITTEE ...... 6

6. AUDIT COMMITTEE'S OPINION OF THE EFFECTIVENESS OF THE INTERNAL CONTROLS ...... 6

In line with the provisions of the Companies Law issued by the Ministry of Commerce, the Corporate Governance Regulations issued by the Capital Market Authority and SGS Articles of Association, which all stipulate that the Audit Committee shall supervise the internal audit department of the Company and recommends studying the control and reporting systems as well as recommends the appointment of external auditors and determining their fees, in addition to supervising any other tasks assigned to the Committee by the Board of Directors in a way to ensure the implementation of the supervisory role; the Audit Committee has carried out all the tasks assigned to it during the year 2020 in accordance with the standard basic rules and the Audit Committee Charter, which were approved by the general assembly of the shareholders.

Moreover, based on Article 104 of the Companies Law issued by the Ministry of Commerce, this annual report has been prepared by the Audit Committee to express its views on the adequacy of the internal control system of the Company as well as on the other activities it has performed within its scope of responsibilities.

The Audit Committee of SGS has been formed based on the ordinary session held on 24/04/2019 of the general assembly, of which term expires on 05/05/2022 based on Article 101 of the Companies Law issued by the Ministry of Commerce as well as the approved basic rules, Audit Committee Charter and members remuneration.

The Audit Committee is responsible for controlling Company business and ensuring the rightness and integrity of the financial statements and reports in addition to the internal controls therein. The duties of the Audit Committee include the following:

1. Study the Company's initial and annual financial reports before submitting it to the Board of Directors; expressing the Audit Committee's opinion and recommendation about it to ensure the integrity, fairness and transparency of these reports. 2. Provide professional advice upon the request of the Board of Directors on whether the Board’s report, including the annual financial statements, is fair, balanced, clear and includes information that allows shareholders and investors to assess the financial position of the company, its performance, business model and strategy.

3. Study any important or irregular issues included in the financial reports. 4. Look carefully into any issues raised by the Company's head of finance, whoever assumes his duties, the internal auditor, or the external auditor. 5. Cross-check the accounting estimates of the vital issues stated in the financial reports. 6. Study the accounting policies implemented by the Company, express opinions, and recommendations about it to the Board of Directors. 7. Meet with the executive management and external auditors to review and discuss the seasonal results of the operations, the quarterly and annual financial data, as well as all internal audit reports and their summaries. 8. Review any other related reports issued by the Company to the government or to the public as well as other reports or summaries issued by the external auditors.

1. Study and review the Company's internal controls and risk management systems. 2. Study the internal audit reports and follow up the implementation of corrective measures for the observations contained therein. 3. Control and supervise the performance and activities of the internal auditor and the internal audit department to ensure availability of the necessary resources and their effectiveness in performing the jobs and tasks assigned. If the Company does not have an internal auditor, the Audit Committee submits recommendations to the Board of Directors regarding whether there is a need to appoint one. 4. Recommend to the Board of Directors to appoint a director of the internal audit department or an internal auditor and suggest their remuneration.

1. Recommend to the Board of Directors to appoint or dismiss the external auditor, determine their compensation, and evaluate their performance after ensuring their independence and reviewing the scope of their work including the terms of contracting with them. 2. Verify the independence, objectivity and fairness of the external auditor, and the effectiveness of the audit procedure, considering the relevant rules and standards. 3. Review and provide advice regarding the Company's external auditor's plan and work, verifying that the external auditor has not submitted technical or administrative works that are outside the scope of the audit. 4. Reply to the inquiries of the external auditor.

5. Study the reports of the external auditor along with notes on the financial statements and follow up on the actions taken in their regard. 6. Address any problems or difficulties that the external auditor may face and could negatively affect their work performance.

Name Title Approval of the Committee 1 Dr. Omar Abdullah Jafri Chairman 2 Mr. Saleh Abdulrahman Alfadl Member The Audit Committee has been formed based on the decision of the general assembly regular session held 3 Mr. Hisham Ali Alaql Member on 24/04/2019 4 Mr. Adil Abal Alkhail Member Appointed with effect from 01/08/2019 until the end 5 Mr. Mohammed Alyemani Member of the current term of the Audit Committee on 05/05/2022

Number of Meeting: (5) Meetings during 2020 Name of the Member First Meeting Second Meeting Third Meeting Fourth Meeting Fifth Meeting Total 29/02/2020 20/06/2020 19/08/2020 31/10/2020 19/12/2020 Dr. Omar Abdullah Jefri Present Present Present Present Present 5 Mr. Saleh Abdulrahman Al Fadhel Present Present Present Present Present 5 Mr. Hisham Ali Alaql Present Present Present Excused Present 4 Mr. Adil Abal Alkhail Present Present Present Present Present 5 Mr. Mohammed Alyemani Present Present Present Present Present 5

During 2020, the Audit Committee accomplished several achievements that included an effective role in the light of COVID-19 pandemic and in the light of the difficulties that the Company faced during that year. The Committee made several decisions and recommendations to the Board of Directors to ensure business continuity, including, but not limited to, the following:

1- Recommending the approval of the annual financial statements for the year 2019.

2- Recommending the approval of the quarterly financial statements for the year 2020.

3- Reviewing the work plan of the external auditor for the year 2020.

4- Approving the work plan of the internal audit department, supervising the department work, and reviewing its reports during the year 2020.

5- Follow up on rectifying the observations of the internal audit department report.

6- Follow up on the letters and reports of the regulatory authorities.

7- Follow up on development of the internal controls and their effectiveness, develop the necessary plans during the COVID-19 pandemic to contain the crisis and limit the aggravation of its consequences due to the suspension of domestic and international flights, and support internal departments of the Company to deal with the pandemic.

One of the roles and responsibilities of the Audit Committee is to ensure the efficiency of the Company's internal controls and to carry out its work in accordance with the best practices by following up and studying the reports issued by the internal auditor, the external auditor, or the compliance department. The following is the opinion of the Audit Committee on the efficiency of the Company's internal controls:

Executive Management:

The members of the executive management have signed declarations emphasizing their accountability to provide internal control procedures that reasonably guarantee the effectiveness and efficiency of the Company's operations and the control procedures applied therein, including the reliability and integrity of the financial reports, and the compliance with applicable laws, regulations and policies.

The Company's internal audit department also implemented the annual audit plan, approved by the Audit Committee, to assess the applied internal controls with a focus on assessing the control process, organizational structure, risks, policies and procedures, separation of tasks, and information systems. This has been carried out by taking random samples of such activities in order to scrutinize them and ensure that the internal controls are designed and

implemented in an effective way, in addition to getting reasonable assurance of the effectiveness and efficiency of the internal control procedures during the year.

The Audit Committee ensured that the external auditor has carries out his responsibilities efficiently through following up on the implementation of the audit process, thus getting a reasonable belief that the generally agreed accounting standards of Saudi Arabia have been applied by the Company. Moreover, the Audit Committee ensured that the quarterly and annual financial reports of the Company are free from fatal errors according to the unqualified opinion of the external accountant during the year 2020. Based on the annual examination of the tested internal control procedures during 2020 by the Audit Committee, the external auditor and the internal audit department in the Company; the results of such examination showed a number of observations, most of which have been addressed. In this context, we would like to indicate that it is not practically possible to assert the comprehensiveness of the checks and evaluations made to test the internal control procedures, as the review process itself is based, in essence, on random sampling, in addition to the broad scope Company's operations and geographical extension within the Kingdom. Therefore, the above-mentioned improvement efforts as well as the development processes are continued by the Audit Committee and by the Company's internal control departments to ensure more effectiveness and efficiency in the follow-up mechanism for internal controls.

During the year 2020, the Company witnessed several challenges and difficulties in the light of COVID-19 consequences and the pandemic crisis development, as international and domestic flights were suspended for a considerable period during the year. This has obviously impacted the Company's activities and financial results in a noticeable way. The internal controls have contributed to the support of the Company, as one of the control procedures was to keep the members of the Audit Committee constantly updated with the latest developments in order to capitalize on their experience in facing the pandemic consequences.

Sincerely,

Dr. Omar Abdullah Jafri AC Chairman