Maharah Clarifies Conciliatory Measures for 3 Agenda Items Rejected by GA and Related to Contracts and Deals with Related Parties

Maharah Human Resources Company (“Maharah”) announced the latest developments related to the results of the Ordinary General Assembly meeting (the first meeting), including the following conciliatory measures:

1. Regarding the contracts and deals with Spectra for Support Services Company (“Spectra”) (agenda item No. 8), Maharah announced the non-approval of the contracts and deals with Spectra, in which the following board members: Suleiman Al-Majed, Abdullah Al-Majed, Dr. Saud Al-Shathri, Ali Al-Damati and Dr. Abdullah Al-Amro had an indirect interest in. These contracts and deals would provide manpower services for one year from 23-04-2021 to 23-04-2022, without any preferential conditions, and the transaction value amounted to SR109,800.516.

Maharah had acquired full equity of the related parties equaling 90% of Spectra. The acquisition was announced on Tadawul website on 05/08/2021. Maharah did not pay any acquisition considerations to any of the related parties, which resulted in Maharah recognition of a capital gain of SR10.9 million in shareholders equity in 2021. Spectra had not paid any dividends to the related parties.

2. Regarding the contracts and deals with Arabian Shifaa Medical Company (“Shifaa”) (agenda item No. 9), Maharah announced the non-approval of the contracts and deals with Shifaa, in which the board member, Dr. Abdullah Al-Amro, had an indirect interest in. These contracts and deals would provide manpower services for one year from 20-02-2021 to 20-02-2022, without any preferential conditions, and the transaction value amounted to SR1,230.547.

Maharah has acquired a majority equity of 85% of Shifaa. The acquisition was announced on Tadawul website on 13/01/2022. Maharah did not pay any acquisition considerations to the related party. Shifaa has not paid any dividends to the related party. Acquisition consideration was for SR85,000 paid to a non-related party owner.

3. Regarding the contracts and deals with Muzon Communications Systems (“Muzon”) (agenda item No. 10), Maharah announced the non-approval of the contracts and deals with Muzon, in which the board member, Dr. Abdullah Al-Amro, had an indirect interest in. These contracts and deals would rent a building for one year from 07-04-2021 to 07-04-2022, without any preferential conditions, and the transaction value amounted to SR573,204.

This transaction was related to the rental agreement for Muzon head office in Maharah Tower, Al Yasmeen District. Maharah and Muzon have agreed to terminate the rental contract and grant Muzon six months to correct the situation. The contract was to the benefit of Maharah as it increased the occupancy of tenancy in the tower, and the rent was concluded according to the prevailing prices when signed.

Reference is made to the results of the Ordinary General Assembly meeting (the first meeting) of Maharah held on 28/06/2022, which included the disapproval of three agenda items relating to the contracts and deals where any board member had a direct or indirect interest in (agenda items Nos. 8, 9 and 10), and according to Article (59-b) of the listed shareholding companies’ regulatory rules and procedures issued pursuant to the Companies Law.