Chapter One: Company Establishment

Article One: Establishment is established in accordance with the provisions of the Companies Law and its regulations, and this system; a Saudi joint-stock company, enjoying legal personality and independent financial liability, and fully owned by the state (the owner), referred to in this system as (the company).

Article Two: Company Name Health Holding Company (Single Person Closed Joint-Stock Company). Article Three: Company Purposes The purposes of the company are to own, build, operate, manage, maintain, and develop health facilities, establishments, and buildings, and to provide all health and educational services and essential and supportive services - on its own or on behalf of others - and to undertake all activities related to medical services, and to contribute to the training, qualification, and development of national human resources, operate the national workforce, and prepare rehabilitation, research, and development facilities and capabilities, and transfer and localize and develop technology. The company has the right to undertake all acts and transactions that help it achieve its purposes, including - but not limited to - the following: 1- Purchasing, owning, leasing, and renting physical and intangible assets, and undertaking all kinds of investments related to it. 2- Engaging in research activities and commercializing them. 3- Qualifying, training, and developing health and supporting personnel. 4- Preparing developmental strategic studies for the health sector and providing specialized consultations related to its purposes. 5- Providing nutrition and supply services to health facilities. 6- Providing transportation and transfer services related to medical services. 7- Providing cleaning services and laundering clinical bedding and medical uniforms. 8- Producing and manufacturing health and laboratory devices, equipment, tools, and supplies, and marketing them. 9- Preparing, designing, developing, and marketing health information systems and electronic services, developing IT services and electronic connectivity between related health sectors, and exchanging health information. 10- Commercial representation and commercial agencies related to its activities and purposes. 11- Undertaking all practices aimed at investing its assets and increasing its revenues. 12- Establishing subsidiaries of all kinds related to achieving its purposes mentioned in this article. 13- Managing its subsidiaries or participating in managing other companies in which it has shares, and providing the necessary support for them. 14- Owning the real estate and movable properties necessary to conduct its activities. 15- Owning intellectual property rights and other moral rights, exploiting them, and licensing its subsidiaries or others to use them. 16- Providing all supporting services to the health sector, including security services, engineering management, quality assurance, infection control, and other services. 17- Providing healthcare services at various levels. 18- Providing medical consulting services and telemedicine consultation. 19- Providing telemedicine services, electronic visits, and mobile units. Article Four: Participation and Ownership in Other Companies The company may establish or own other companies on its own, and according to the relevant regulations, the company may own shares or stakes in existing companies or merge with them. The company may also have an interest or establish or join - in any way - with other Saudi and foreign companies or institutions that conduct similar or complementary activities to its operations or that may assist it in achieving its purposes, or to buy all or part of them. Article Five: Headquarters of the Company The headquarters of the company is located in Riyadh, Kingdom of Saudi Arabia, and branches or offices or agencies may be established inside or outside the Kingdom by a decision from the Board of Directors. Article Six: Duration of the Company The duration of the company is (99) Gregorian years, starting from the date of its registration in the commercial register, and this period may be extended by a decision from the owner at least one year before the expiration of the company's term.

Chapter Two: Capital and Shares

Article Seven: Capital The capital of the company is fifty million (50,000,000) Saudi Riyals, divided into five million (5,000,000) equal nominal shares, each valued at (10) Saudi Riyals, all of which are ordinary cash shares, and the paid-up capital of the company is twelve million five hundred thousand (12,500,000) Saudi Riyals. Article Eight: Subscription to Shares The owner subscribed to all the shares of the capital amounting to five million (5,000,000) shares, and all cash amounts paid from the capital have been deposited in the name of the company under establishment with one of the licensed banks in the Kingdom. Article Nine: Sale of Shares The owner may not sell part or all of his shares except after the issuance of financial statements for two fiscal years, each not less than twelve months from the date of establishment of the company, and the owner is obliged to notify the Ministry of Commerce of his intention to sell, after obtaining the necessary government approvals. Article Ten: Increase of Capital The owner may decide to increase the capital of the company, provided that the capital has been fully paid, except in the case of increasing the capital by introducing any of the assets designated for the Ministry of Health into the company's capital. It is not required that the capital has been fully paid if the unpaid portion is related to shares issued in exchange for the conversion of debt instruments or financing bonds into shares and the period for converting them into shares has not yet ended. Article Eleven: Reduction of Capital The owner may decide to reduce the capital if it exceeds the needs of the company or if it has incurred losses. In the latter case only, the capital may be reduced to below the limit prescribed in Article (54) of the Companies Law. The reduction decision shall not be issued except after reading a special report prepared by the auditor regarding the justifications for it and the obligations on the company and the effect of the reduction on these obligations. If the capital reduction results from an excess over the needs of the company, creditors must be invited to express their objections within (sixty) days from the date of publishing the reduction decision in a daily newspaper distributed in the area where the company's headquarters is located. If any creditor objects and submits their documents to the company within the specified time, the company must pay their debt if it is due or provide them with sufficient guarantees for its payment if it is deferred.

Chapter Three: Board of Directors

Article Twelve: Management of the Company The management of the company is entrusted to a Board of Directors consisting of (9) nine members appointed by the ordinary general assembly for a period not exceeding three years, renewable. Exceptionally, the founding assembly may appoint the first Board of Directors of (9) nine members for a period of five years. Article Thirteen: Termination of Board Membership Membership in the board ends with the expiration of its term or the expiration of the member's validity according to any applicable regulatory text in the Kingdom; however, the owner may - at any time - dismiss all or some of the members of the Board of Directors by a decision from the ordinary general assembly, without prejudice to the right of the dismissed member to claim compensation if the dismissal occurred for an unacceptable reason or at an inappropriate time. A member of the Board of Directors may resign, provided that it is done at an appropriate time, otherwise they will be liable to the company for any damages resulting from their resignation. Article Fourteen: Vacancy in the Board If a position of one of the Board members becomes vacant, the owner must appoint a temporary member in the vacant position, provided that they possess the necessary experience and competence, and the Ministry of Commerce must be notified within five working days from the date of appointment, and the new member completes the term of their predecessor. If the necessary conditions for convening the Board of Directors are not met due to the number of its members falling below the minimum stipulated in the Companies Law or this system, the owner must appoint the necessary number of members within (sixty) days. Article Fifteen: Powers of the Board Without prejudice to the powers assigned to the ordinary or extraordinary general assembly, the Board of Directors has the broadest powers in managing the company and performing all acts necessary to achieve its purposes, including - but not limited to - the authority to contract and enter into obligations and commit in the name of the company and on its behalf, to make reconciliations, waivers, settlements, and other types of transactions, to set the general policy of the company, and to issue financial and regulatory regulations and others related to the work and employees in the company and its subsidiaries. The Board may, after obtaining the approval of the ordinary general assembly, undertake the following matters: 1- Transferring the company's assets to third parties. 2- Selling its real estate and purchasing others. 3- Establishing subsidiaries, increasing their capital, or reducing it. 4- Issuing debt instruments or financing bonds or shares, whether they are ordinary or preferred. 5- Issuing any regulations related to the management of the company and its affairs. 6- Appointing the executive management and determining their powers. 7- Opening accounts for the company in the name of the company and in its official capacity in banks and financial institutions, and delegating powers to some of the members of the board of directors or executive management to sign on behalf of the company.

Chapter Four: General Assembly

Article Sixteen: General Assembly The general assembly consists of the owner who is entitled to attend and participate in its meetings. The owner shall be entitled to vote in the general assembly on all matters related to the company. Article Seventeen: Meeting of the General Assembly The general assembly must meet at least once a year, and it is called by the Board of Directors or any of its members. The invitation shall be sent by registered mail or by any other means of communication approved by the owner at least (15) fifteen days prior to the meeting, stating the agenda of the meeting. The meeting shall be held at the headquarters of the company or at any other place designated by the Board of Directors, and shall be considered valid if attended by the owner. Article Eighteen: Decisions of the General Assembly The decisions of the general assembly shall be made by the owner, and the decisions are valid if they are issued by the owner. The owner shall be entitled to vote on all items on the agenda.

Chapter Five: Financial Affairs

Article Nineteen: Financial Year The financial year of the company begins on the first of January and ends on the thirty-first of December of each year. Article Twenty: Financial Statements The company must prepare its financial statements at the end of each financial year, including the balance sheet and the profit and loss account, and to prepare an annual report on its activity for the financial year. The report must be presented to the owner during the meeting of the general assembly, provided that it is accompanied by the auditor's report. Article Twenty-One: Distribution of Profits The profits of the company are distributed annually according to a decision from the general assembly, after deducting the amounts necessary to cover the reserves and the necessary provisions, in accordance with the provisions of the applicable regulations.

Final Provisions

Article Twenty-Two: Amendments Any amendment to the provisions of this system shall not be effective except after approval by the owner. Article Twenty-Three: Interpretation The Board of Directors is responsible for interpreting the provisions of this system, and its interpretations shall be valid unless revoked by the owner. Article Twenty-Four: Disputes All disputes arising from the implementation of the provisions of this system or any other related regulations shall be settled by the competent court in the Kingdom.

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