The Board of Directors declares that:
- Proper books of accounts have been maintained.
- The system of internal control is sound in design and has been effectively implemented.
- There are no significant doubts concerning the Company’s ability to continue its activity.
- No penalty, punishment, precautionary measure or preventive restriction has been imposed on the Company by the Capital Market Authority.
- There is no conflict between the recommendations of the Audit Committee and the decisions of the Board of Directors regarding the appointment of the Company’s auditor, their dismissal, determining their fees, evaluating their performance or the appointment of the internal auditor.
- There is no difference from the accounting standards approved by the Saudi Organization for Chartered Public Accountants.
- There were no shares or debt instruments issued to subsidiaries.
- According to Article 85 of the Rules on the Offer of Securities and Continuing Obligations, the Company has not been notified of any interest in the category of voting shares belonging to persons (other than Members of the Company’s Board of Directors, senior executives and their relatives).
- There are no convertible debt instruments, contractual securities, subscription rights notes or similar rights issued or granted by the Company during the fiscal year.
- There are no conversion or subscription rights under convertible debt instruments, contractual securities, subscription rights notes, or similar rights issued or granted by the Company during the fiscal year.
- There were no redemptions, repurchases or cancellations by the Company of any redeemable debt instruments during the fiscal year.
- There are no arrangements or agreements under which a Member of the Company’s Board of Directors or a senior executive waived any remuneration.
- There are no arrangements or agreements under which one of the Company’s shareholders waived any rights to profits.
- The external auditor provided their opinion without any reservations on the consolidated financial statements.
- The Board of Directors has not recommended changing the auditors before the end of the period for which they were appointed.
- The Board of Directors did not receive any request from the Auditors calling upon the General Assembly to convene in 2025.
- The Board of Directors did not receive a request from shareholders holding (5%) or more of the Company capital claiming upon the General Assembly to convene in 2025.
- There was no procedure that might lead to the obstruction of shareholders’ rights of voting.
- The subsidiaries hold no equity shares or debt instruments.
- SAL is not party to any agreement in which any of the Board Members, CEO, CFO, or any related person has or had a substantial interest, save for what has been already disclosed in the General Assembly meeting.
- SAL did not offer any cash loans whatsoever to any of its Board Members and did not serve as a guarantor for any loan to any Third Party.
- None of the Board Members is/was exercising any business activities that are competitive to the Company business or any of the branches thereof.
- SAL’s Investor Relations Department regularly provides the Board of Directors with shareholder feedback, including suggestions, comments, and inquiries related to the Company’s performance (if any). The Board shares this feedback with all its members to ensure full visibility of shareholder perspectives and to support informed, high-quality decision-making.
After thoroughly considering all material aspects relevant to SAL and its stakeholders, the Board of Directors affirms that reasonable care has been taken in the preparation and presentation of this Integrated Annual Report, ensuring its accuracy and integrity.
Recommendations to the General Assembly:
- After reviewing the most important operational and financial activities for the financial year 2025, we are pleased to attach the Consolidated Financial Statements with the Auditor’s report. We recommend that the General Assembly approve the Directors’ report, the Consolidated Financial Statements and the Auditor’s report. The place and time of the General Assembly Meeting and any other items on the agenda will be announced at a later date.
Board of Directors
SAL Saudi Logistics Services Co.