أستر الصناعية
astra industries

Astra Industrial Group

Agenda of the Ordinary General Assembly (First Meeting)

Sunday 11/04/2021 corresponding 29/08/1442H

1. Voting on the Board of Directors' report of the fiscal year ending on 31/12/2020.
2. Voting on the external auditor report of the fiscal year ending on 31/12/2020.
3. Voting on the annual financial statements of the fiscal year ending on 31/12/2020.
4. Voting on the Audit Committee recommendation to appoint the external auditors to audit the Company's financial statements for the 2nd, 3rd QTR & annual of the fiscal year of 2021 and the 1st QTR of year 2022 and determine their fees.
5. Voting on a business and service contract between the group and Prince Fahed Bin Sultan Hospital where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is sale of medicine while noting that the revenues of the contract for 2020 was SAR 2,348,258 with no preferential conditions. (attached)
6. Voting on a business and service contract between the group and Astra Farms Company where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is sale of fertilizers while noting that the revenues of the contract for 2020 was SAR 3,875,967 with no preferential conditions. (attached)
7. Voting on a business and service contract between the group and Arab Supply &Trading Company (ASTRA) - constructions branch where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is installing and repairing iron constructions while noting that the revenues of the contract for 2020 was SAR 505,998 with no preferential conditions. (attached)
8. Voting on a business and service contract between the group and Arab Supply &Trading Company (ASTRA) - constructions branch where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is furniture sales while noting that the revenues of the contract for 2020 was SAR 200,000 with no preferential conditions. (attached)
9. Voting on a business and service contract between the group and Nour Net Communications company where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is internet services while noting that the cost of the contract for 2020 was SAR 1,429,579 with no preferential conditions. (attached)

أ. س. ن. 2020

2020-2021

2020-2021

2021-2022

2022-2023

2023-2024

1. Voting on a business and service contract between the group and Astra Farm where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is transportation of goods while noting that the cost of the contract for 2020 was SAR 253,941 with no preferential conditions. (attached)

2. Voting on a business and service contract between the group and Astra Food/commercial branch where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is purchase of food products while noting that the cost of the contract for 2020 was SAR 1,388,299 with no preferential conditions. (attached)

3. Voting on a business and service contract between the group and Arab Supply & Trading Company (ASTRA) - constructions branch where Mr. Sabih Masri (Non executive), Mr. Khaled Masri (Non executive) and Mr. Kameel Sadeddin (Non executive) and Mr. Ghassan Akeel (Non executive) board members have indirect interest, the contract is installing and repairing iron constructions while noting that the cost of the contract for 2020 was SAR 4,522,277 with no preferential conditions. (attached)

4. Voting on the participation of Mr. Sabih Masri (Non executive) in a competing business with the group through his ownership in El Kendi Company in Algeria that has similar business of producing medicines. (attached)

5. Voting on the participation of Mr. Khaled Masri (Non executive) in a competing business with the group through his ownership in El Kendi Company in Algeria that has similar business of producing medicines. (attached)

6. Voting on the participation of Mr. Kameel Sadeddin (Non executive) in a competing business with the group through his ownership in El Kendi Company in Algeria that has similar business of producing medicines. (attached)

7. Voting on the participation of Mr. Ghassan Akeel (Non executive) in a competing business with the group through him being a board of director in El Kendi Company in Algeria that has similar business of producing medicines. (attached)

8. Voting on discharge the members of Board of Directors from liability for their management of the Company during the year ending on 31/12/2020.

9. Voting on disbursement of SAR 600,000 as remuneration to 4 board members for the year ended as of 31/12/2020.

10. Voting on the recommendation of the Board of Directors to distribute cash dividends to shareholders for the year 2020 with total amount (SAR 60,000,000) at SAR 0.75 per share, which represents 7.5% of par value. Eligibility for the dividends of the year will be to the shareholders registered in the Company's share registry at the Depository Center at the end of the second trading day following Ordinary General Meeting date, the date of the distribution will be announced later.

11. Voting on the amendment of Policies, Standards, and procedures for the membership of the Board of AIG. (attached)

أسترالصناعية
astra industries

Power of attorney Form

Dear Shareholders,

The power of attorney form is not available, as the Ordinary General Meeting will only be held remotely via modern technology means, to ensure the safety of shareholders. This is within the framework of supporting preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19). Accordingly, the Ordinary General Meeting will be held through modern technology means, and accordingly we invite all shareholders of the company to use remote electronic voting via the website of Tadawulaty Service: www.tadawulaty.com.sa Note that registration in the Tadawulaty service and voting is available free of charge to all shareholder

Best Regards,

Astra Industrial Group
Ordinary General Assembly
Sunday 11/04/2021 corresponding 29/08/1442H

Audit Committee Report
For the year ending 12/31/2020

أسترا الصناعية
astra industries

To: Astra Industrial Group's Respected Shareholders

Audit Committee Report to the General Assembly for the year ended by 31 Dec 2020

• As part of the Group's executive management responsibilities and tasks is the implementation of the internal control systems, oversight them generally and ensuring that an appropriate and effective internal control system is in place, which includes the policies, procedures and processes that has been developed to achieve the group's objectives. A system of internal control has been established in line with the corporate governance regulation, laws and regulations, which defines the roles and responsibilities assigned to the board of directors and their related committees, in order to have an appropriate oversight at the group level, in addition to that the group's management monitors the compliance over control procedures and corrects any deficiencies in the internal control system. Also, the management is currently working on updating the policies and procedures in order to enhance the group's internal control system.

• The internal audit is considered as an independent assurance function from the executive management and as part of their scope of work is the evaluation of the adequacy and effectiveness of the internal control system, including adherence to policies and procedures. In addition to that, submitting the audit reports that include weaknesses in the internal control system and the corrective procedures to the higher executive management and the audit committee. The Audit Committee periodically submits the minutes of its meetings and their reports to the Board of Directors and the General Assembly of shareholders.

• Based on the above, the Audit Committee believes that the Group has reasonably effective internal control system in terms of design and implementation and there was no significant audit observation related to the system of internal control procedures in the Group with a recommendation to the Group's management to continue developing and improving the existing policies and procedures, in order to increase the efficiency and effectiveness of the applicable internal control system in the Group.

Astra Industrial Group Co.
Paid up capital 800 million Saudi Riyat
CR 1010069607, Membership No. 14926
PO Box 1560, Riyadh 11441, Saudi Arabia
Tel: +966 (11) 475 2002 Fax: +966 (11) 475 2001
[email protected]

أستار الصناعية
astra industries

• Below schedule shows the names the attendance for the Audit Committee members, which held seven meeting during the year 2020.

Chairman
Mr. Abdulkarim Alnafie

Member
Mr. Saleh Al Fadhel

Member
Mr. Ayman Yousef

Astra Industrial Group Co.
Paid up capital 800 million Saudi Riyal
CR 1010069607 Membership No. 14924
RO Box 1340, Riyadh 11441, Saudi Arabia
Tel: +966 (11) 475 2002 Fax: +966 (11) 475 2001
eag.sa
www.aaia.org

Astra Industrial Group
Ordinary General Assembly
Sunday 11/04/2021 corresponding 29/08/1442H

Agenda Documents (5) to(12)
Notifying the General Assembly with the transactions made during the fiscal year 2020 AD where certain board's members had direct or indirect interests

Astra Industries Group Ordinary General Assembly

استرا الصناعية
astra industries

Notifying the General Assembly with the transactions made during the fiscal year 2020 AD where certain board's members had direct or indirect interests

Messrs. Astra Industries Group's Shareholders

The group and its affiliates during the year ended on 31 December 2020 AD had carried out some transactions where certain board members had direct or indirect interests. Such transactions had arisen as a result of the regular and basic activity of the group. These transactions have been made in the prevailed commercial conditions with the other parties. Hereunder is a summary of these transactions outlining the revenues and expenses generated therefrom:

Sincerely Regards,

Chairman of the Board
Sabih Taher Masri

pwc

To the shareholders

Astra Industrial Group Company (a joint stock company)

Report on Chairman of the Board of Directors' declaration

We have undertaken a limited assurance engagement in respect of the accompanying declaration of related party transactions for the year ended December 31, 2020 relating to Astra Industrial Group Company (A joint stock Company) (the "Company") prepared by the Chairman of the Board Directors of the Company in accordance with the applicable criteria mentioned below so as to comply with the requirements of Article 71 of the Regulations for Companies (the "Declaration").

Subject matter

The Subject Matter for our limited assurance engagement is the Declaration prepared by the management of the Company and approved by the Chairman of the Board of Directors as attached to this report and submitted to us.

Criteria

The applicable Criteria is the requirement of Article 71 of Regulations for Companies issued by the Ministry of Commerce (2015-1437H) which states that any member of the board of directors (the "Board") with any interest, both directly or indirectly, in the transactions or contracts made for the account of the Company shall declare such interests for the approval of the General Assembly of the Company. The Board member must notify the Board of such interest and excuse himself in vote by the Board to approve such transactions or contracts. The Chairman of the Board will notify the General Assembly of transactions and contracts in which a member of the Board has a direct or indirect interest.

Management's responsibility

The management of the Company is responsible for the preparation of the Declaration in accordance with the Criteria and ensuring its completeness. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation of the Declaration that is free from material misstatement, whether due to fraud or error.

Our independence and quality control

We have complied with the independence requirements of the code of professional conduct and ethics, endorsed in the Kingdom of Saudi Arabia, and the ethical requirements that are relevant to our limited assurance engagement in the Kingdom of Saudi Arabia which includes independence and other requirements founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies International Standard on Quality Control 1, as endorsed in the Kingdom of Saudi Arabia, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

PricewaterhouseCoopers, License No. 25,

Kingdom Tower, P.O. Box 8282, Riyadh 11482, Kingdom of Saudi Arabia

T: +966 (11) 211-0400, F: +966 (11) 211-0401, www.pwc.com/middle-east

2

Our responsibility

Our responsibility is to express a limited assurance conclusion on the Declaration based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), 'Assurance Engagements Other Than Audits or Reviews of Historical Financial Information', as endorsed in the Kingdom of Saudi Arabia. This standard requires that we plan and perform this engagement to obtain limited assurance about whether anything has come to our attention that causes us to believe that the Company has not complied with the applicable requirements of Article 71 of the Regulations for Companies in the preparation of the Declaration, for the year ended December 31, 2020.

The procedures selected depend on our judgment, including the assessment of risks such as failure of systems and controls, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the Company's compliance with the requirements of Article 71 of the Regulations for Companies in the preparation of the Declaration. Our procedures included examining, on a test basis, evidence supporting systems and controls in respect of the preparation of the Declaration in accordance with the requirements of Article 71 of the Regulations for Companies.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Summary of work performed

We have planned and performed the following procedures to obtain limited assurance over the Company's compliance with the requirements of Article 71 of the Regulations for Companies in the preparation of the Declaration:

• Discussed with the management the process for obtaining business and contracts by any of the Board members, either directly or indirectly, with the Company.
• Obtained the accompanying Declaration that includes the lists of all transactions and contracts entered into by any of the Board members of the Company, either directly or indirectly, with the Company during the year ended December 31, 2020.
• Reviewed the minutes of the Board meetings that indicates member notification to the Board on the transactions and contracts entered into by the Board member; and further that the concerned board member did not vote on the resolution issued in this regard at the meetings of the Board.
• Reviewed confirmation from the concerned Board member on the business and contracts performed by the Board member during the year and in the case of those Board members who had no transactions a confirmation that there were no transactions during the year.
• Testing the consistency of the transactions and contracts included in the Declaration with the disclosure in Note 11 to the audited consolidated financial statements.

Inherent limitations

Our procedures regarding systems and controls relating to the preparation of the Declaration in accordance with the requirements of the Article 71 of the Regulations for Companies, are subject to inherent limitations and, accordingly, errors or irregularities may occur and not be detected. Furthermore, such procedures may not be relied upon as evidence of the effectiveness of the systems and controls against fraudulent collusion, especially on the part of those holding positions of authority or trust.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement under ISAE 3000 (Revised) as endorsed in the Kingdom of Saudi Arabia. Consequently, the nature, timing and extent of the procedures outlined above for gathering sufficient appropriate evidence were deliberately limited relative to a reasonable assurance engagement, and therefore less assurance is obtained with a limited assurance engagement than for a reasonable assurance engagement.

Our procedures did not constitute either an audit or a review made in accordance with International Standards on Auditing or International Standards on Review Engagements as endorsed in the Kingdom of Saudi Arabia and accordingly we do not express an audit or a review opinion in relation to the adequacy of systems and controls.

This conclusion relates only to the Declaration for the year ended December 31, 2020, and should not be seen as providing assurance as to any future dates or periods, as changes to systems or controls may alter the validity of our conclusion.

Limited assurance conclusion

Based on our work described in this report, nothing has come to our attention that causes us to believe that the Company has not complied, in all material respects, with the applicable requirements of Article 71 of the Regulations for Companies in the preparation of the Declaration of related party transactions for the year ended December 31, 2020.

Restriction of use

This report, including our conclusion, has been prepared solely upon the request of the management of the Company, to assist the Company and its Chairman of the Board of Directors in fulfilling its reporting obligations to the General Assembly in accordance with Article 71 of the Regulations for Companies. This report should not be used for any other purpose or be distributed to or otherwise quoted or referred to, without our prior consent to any other parties other than the Ministry of Commerce, Capital Market Authority and the shareholders of the Company.

PricewaterhouseCoopers

March 11, 2021

Astra Industrial Group
Ordinary General Assembly
Sunday 11/04/2021 corresponding 29/08/1442H

Agenda Documents (13) to (16)
Notifying the General Assembly with the Competitive Activities of the Board's
Members for the Fiscal Year 2002 AD

أستر الصناعية
astra industries

Astra Industries Group Ordinary General Assembly

Notifying the General Assembly with the Competitive Activities of the Board's Members for the Fiscal Year 2002 AD

Messrs. Astra Industries Group's Shareholders

The below table defines the competitive activities of the board's members of Astra Industrial Group so as to obtain a permit from the company's general assembly:

Sincerely Regards,

Board's Chairman
Sabih Masri

Astra Industrial Group
Ordinary General Assembly
Sunday 11/04/2021 corresponding 29/08/1442H

(20) Agenda Document
Table of comparison of amendments to the policy, standards, and procedures for the membership of the Board of AIG

أسترا الصناعية
astra industries

Table of comparison of amendments to the policy, standards, and procedures for the membership of the Board of AIG

ASTRA INDUSTRIAL GROUP

Ordinary General Assembly

استرا الصناعية
astra industries