| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al-Muhafaza Education Company is pleased to invite its esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), scheduled to be held via modern technology, God willing, at 6:30 PM on Thursday, 10/08/1447 AH, corresponding to 29/01/2026 AD. |
| City and Location of the General Assembly's Meeting | The company's headquarters are located in the Eastern Province - Hafr Al-Batin - Al-Baladiyah District - Hassan Bin Thabit Street, and this is done through modern technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-01-29 Corresponding to 1447-08-10 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | The right to attend the General Assembly meeting is granted to shareholders registered in the issuer's shareholder register at the Securities Depository Center by the end of the trading session preceding the meeting, in accordance with applicable regulations. The right to register attendance at the General Assembly meeting expires at the start of the meeting, and the right to vote on the agenda items expires when the vote-counting committee completes its work. |
| Quorum for Convening the General Assembly's Meeting | According to Article (31) of the company’s Articles of Association, an extraordinary general meeting shall not be valid unless it is attended by shareholders representing at least half of the company’s shares that have voting rights. If this quorum is not met at the first meeting, the second meeting shall be held one hour after the end of the time specified for holding the first meeting. In all cases, the second meeting shall be considered valid if it is attended by a number of shareholders representing at least a quarter of the company’s shares that have voting rights. |
| General Assembly Meeting Agenda | 1. Voting on the company's auditor's report for the fiscal year ending July 31, 2025, after discussion. 2. Reviewing and discussing the Board of Directors' report for the fiscal year ending July 31, 2025. 3. Reviewing and discussing the company's financial statements for the fiscal year ending July 31, 2025. 4. Voting on the discharge of the Board of Directors from liability for the fiscal year ending July 31, 2025. 5. Voting on the appointment of an auditor for the company from among the nominees, based on the recommendation of the Audit Committee, to examine, review, and audit the company's interim financial statements for the first half ending January 31, 2026, and the annual financial statements ending July 31, 2026, and to determine their fees. 6. Voting on the disbursement of SAR 180,000 (one hundred and eighty thousand riyals) as remuneration for the Board of Directors for the fiscal year ending July 31, 2025. 7. Voting on the Board of Directors' recommendation to distribute cash dividends of SAR 4,000,000 (four million riyals) to shareholders for the fiscal year ending July 31, 2025, at a rate of SAR 0.50 (fifty halalas) per share, representing 5% of the share capital. Eligibility for these dividends will be for shareholders who own shares at the close of trading on the day of the General Assembly meeting and are registered in the company's shareholder register at the Securities Depository Center Company (Edaa) at the end of the second trading day following the entitlement date. The dividend distribution will commence within fifteen (15) working days from the entitlement date specified in the General Assembly resolution. 8. Voting on authorizing the Board of Directors to distribute interim dividends to shareholders on a semi-annual or quarterly basis for the fiscal year ending July 31, 2026. 9. Voting on authorizing the Board of Directors with the powers of the Ordinary General Assembly to authorize the distribution stipulated in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the term of the authorized Board of Directors, whichever is later. Priority will be given to companies listed on the joint-stock company, in accordance with the provisions of the executive regulations of the Companies Law. 10. Voting on the transactions and contracts between the company and Bait Al-Uqailat Restaurant for Traditional Food, in which the Chairman of the Board (Mr. Abdullah Saleh Ibrahim Al-Muhaimid) has an indirect interest. These transactions consist of (payment of expenses on behalf of the company – purchase of meals) and were conducted in 2025. These transactions were conducted according to prevailing commercial terms and conditions without any preferential terms. The value of the transactions during 2025 amounted to SAR 24,934 (attached). 11. Voting on the transactions and contracts between the company and Maroum Al-Hafar Medical Services Company, in which both the Chairman of the Board (Mr. Abdullah Saleh Ibrahim Al-Muhaimid) and Board Member (Mr. Mohammed Saleh Ibrahim Al-Muhaimid) have an indirect interest. These transactions consist of (payment of expenses on behalf of the company – payment of medical services for employees) and were conducted in 2025. These transactions were conducted according to prevailing commercial terms and conditions without any preferential terms. The value of the transactions during 2025 amounted to SAR 56,905 (attached). 12. Voting on the transactions and contracts concluded between the Company and Elite Community Medical Services Company Limited, in which the Chairman of the Board (Mr. Abdullah Saleh Ibrahim Al-Muhaimid), the Vice Chairman and Managing Director (Mr. Salah Saleh Ibrahim Al-Muhaimid), and Board Member (Mr. Mohammed Saleh Ibrahim Al-Muhaimid) have an indirect interest. These transactions consist of (payment of expenses on behalf of another – medical services) and were conducted in 2025. These transactions are subject to prevailing commercial terms and conditions without any preferential terms. The value of the transactions during 2025 amounted to (7000) riyals (attached). 13. Voting on the transactions and contracts concluded between the Company and Niloufar Cordoba Serviced Apartments Establishment, in which the Vice Chairman and Managing Director (Mr. Salah Saleh Ibrahim Al-Muhaimid) has an indirect interest. These transactions consist of (payment of expenses on behalf of another – accommodation for the Company's guests) and were conducted in 2025. These transactions are subject to prevailing commercial terms and conditions without any preferential terms. Preferential terms and transaction value during 2025: SAR 2,196 (attached) 14. Voting on the transactions and contracts between the company and Niloufar Al Khobar Serviced Apartments, in which the Vice Chairman and Managing Director (Mr. Salah Saleh Ibrahim Al Muhaimid) has an indirect interest, namely (payment of expenses on behalf of the company - accommodation for company guests). These transactions were for the year 2025 and are conducted according to prevailing commercial terms and without any preferential terms. The value of these transactions during 2025 was SAR 17,083 (attached) 15. Voting on the participation of the Chairman of the Board, Mr. Abdullah Saleh Ibrahim Al Muhaimid, in a business that competes with the company's business (attached). 16. Voting on the participation of Board Member Mr. Ibrahim Khalaf Hamlan Al Shammari in a business that competes with the company's business (attached). 17. Voting on amending Article (3) of the Company's Articles of Association related to (Company Objectives) (attached) 18. Voting on amending Article (10) of the Company's Articles of Association related to (Issuance of Shares) (attached) 19. Voting on amending Article (11) of the Company's Articles of Association related to (Trading of Shares) (attached) 20. Voting on deleting Article (12) of the Company's Articles of Association related to (Shareholders' Register) (attached) 21. Voting on adding an article to the Company's Articles of Association related to (The Company's Purchase, Sale, and Pledging of its Shares) (attached) 22. Voting on adding an article to the Company's Articles of Association related to (Debt Instruments and Financing Instruments) (attached) |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss the topics on the agenda of the Extraordinary General Assembly and to ask questions. Voting through the Tadawulaty services is available free of charge to all shareholders using the following link: http://www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered with Tadawulaty services can vote electronically and remotely on the General Assembly's agenda items starting at 1:00 AM on Sunday, August 6, 1447 AH (January 25, 2026), until the end of the General Assembly meeting. Registration and voting through Tadawulaty services will be available free of charge to all shareholders using the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | We welcome your inquiries through our Shareholder Relations department via the following contact methods: Phone: 0593364077 Email: info@almohafaza.com |
| Attached Documents | Attached Documents Attached Documents Attached Documents |
