| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al Khaleej Training and Education Company is pleased to invite its shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), which is scheduled to be held, God willing, on Tuesday, 23/12/1447H, corresponding to 09/06/2026G, at 6:30 PM, In person and via modern technological means using Tadawulaty system |
| City and Location of the General Assembly's Meeting | In person at the Company’s head office located on Street No. 64, intersecting east with Olaya Main Street, Building No. 9, Al Olaya District, Riyadh (https://2u.pw/R5ckVf), or via modern technological means using the Tadawulaty system (www.tadawulaty.com.sa |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-09 Corresponding to 1447-12-23 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Attendance in-person and via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | In accordance with Article (38) of the Company’s Articles of Association, the Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least 50% of the Company’s capital. If the quorum is not met in the first meeting, a second meeting shall be held one hour after the end of the first meeting, and it shall be valid if attended by shareholders representing at least 25% of the capital. |
| General Assembly Meeting Agenda | 1. To review and discuss the Company’s financial statements for the fiscal year ended 31/12/2025. 2. To vote on the External Auditor’s Report for the fiscal year ended 31/12/2025 after discussion. 3. To review and discuss the Board of Directors’ Report for the fiscal year ended 31/12/2025. 4. To vote on appointing the Company’s external auditor from among the nominated candidates based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the second and third quarters and the annual financial statements for FY 2026, and the first quarter of FY 2027, and to determine their fees. 5. To vote on discharging the members of the Board of Directors from liability for the fiscal year ended 31/12/2025. 6. To vote on disbursing an amount of SAR 1,500,000 (one million five hundred thousand Saudi Riyals) as remuneration to the members of the Board of Directors for the fiscal year ended 31/12/2025. 7. To vote on authorizing the Board of Directors with the powers of the Ordinary General Assembly as stipulated in Paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board term, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law for listed joint stock companies. 8. To vote on amending Article (4) of the Company’s bylaws relating to the Company’s activities. (Attached) 9. To vote on amending Article (17) of the Company’s bylaws relating to the management of the Company. (Attached) 10. To vote on updating the Audit Committee Charter. (Attached) 11. To vote on the transactions and contracts concluded for the fiscal year ending 31/12/2025 between Al Khaleej Training and Education Company and Tawuniya (The Cooperative Insurance Company), in which Board Member Eng. Mohammed bin Hamad Hassan Al Quraishah (Non-Executive Member) has an indirect interest. These transactions and contracts consist of an insurance contract, contract term: (1) year, terms of operation: providing medical insurance services to Al Khaleej Training and Education Company employees and their families, contract value: SAR 36,232,828.00, and the contract does not include any preferential terms or benefits. (Attached) 12. To vote on the transactions and contracts concluded for the fiscal year ending 31/12/2025 between Al Khaleej Training and Education Company and Al-Ahsa Schools Complex, in which the Chairman of the Board of Directors, Mr. Abdulaziz bin Rashid Abdulrahman Al-Rashid (Non-Executive Member), has a direct interest. This is an operating contract, with a term of (20) years, and the terms of the transaction are as follows: (The owner of the school complex contracts with Al Khaleej Training and Education Company to operate Al-Ahsa Schools Complex in exchange for a profit margin on operating costs). The value of the transaction is (1,039,273) Saudi Riyals. The contract does not include any preferential terms or benefits. (Attached) 13. To vote on the transactions and contracts concluded during the fiscal year ending December 31, 2025, between Al Khaleej Training and Education Company and Al Khaleej Company Limited, in which the Chairman of the Board, Mr. Abdulaziz bin Rashid Abdulrahman Al-Rashid (Non-Executive Member), has an indirect interest. These transactions and contracts consist of a lease agreement, contract term: (1) year, terms of the transaction: lease of a building from Al Khaleej Company Limited to Al Khaleej Training and Education Company with a total area of (4000) four thousand square meters, contract value: (900,000) Saudi Riyals. The contract does not include any preferential terms or benefits. (Attached) 14. To vote on the transactions and contracts concluded for the fiscal year ending December 31, 2025, between Al Khaleej Training and Education Company and each of the following: Ramadi Company Limited (represented by Mr. Nayef bin Saleh Abdulaziz Al-Rajhi), Mr. Abdulaziz bin Rashid Abdulrahman Al-Rashed, and Eng. Alwaleed bin Abdulrazzaq Saleh Al-dereyaan,) non-executive members( of the Board of Directors, with a direct interest therein. This transaction is a lease agreement, with a term of two (2) years, and the terms of the agreement stipulate that Al Khaleej Training and Education Company will lease the Taif Health Center for Women's Sports – Riyadh Branch to the related parties. The contract value is SAR 4,392,080, and the contract does not include any preferential terms or benefits. (Attached) 15. To vote on the transactions and contracts concluded for the fiscal year ending December 31, 2025, between Al Khaleej Training and Education Company and each of the following: Ramadi Limited Company (represented by Mr. Nayef bin Saleh Abdul Aziz Al-Rajhi), Mr. Abdul Aziz bin Rashid Abdul Rahman Al-Rashid, and Eng. Al-Waleed bin Abdul Razzaq Saleh Al-dereyaan (non-executive members) who have a direct interest therein. This transaction is a lease agreement, with a term of two (2) years, whereby Al Khaleej Training and Education Company leased the Vogue Women's Beauty Center – Riyadh Branch to the related parties. The contract value is SAR 789,360, and the contract does not include any preferential terms or benefits. (Attached) 16. To vote on the transactions and contracts concluded for the fiscal year ending December 31, 2025, between Al Khaleej Training and Education Company and each of the following: Ramadi Limited Company (represented by Mr. Nayef bin Saleh Abdul Aziz Al-Rajhi), Mr. Abdul Aziz bin Rashid Abdul Rahman Al-Rashid, and Eng. Al-Waleed bin Abdul Razzaq Saleh Al-dereyaan (non-executive members) who have a direct interest therein. Contract type: Lease agreement. Contract term: (2) years. Terms of transaction: Al Khaleej Training and Education Company leased the Taif Health Centers for Women's Sports – Al-Khobar branch to the related parties. Contract value: (787,152) Saudi Riyals. The contract does not include any preferential terms or benefits. (Attached) 17. To vote on the transactions and contracts concluded for the fiscal year ending December 31, 2025, between Al Khaleej Training and Education Company and each of the following: Ramadi Limited Company (represented by Mr. Nayef bin Saleh Abdul Aziz Al-Rajhi), Mr. Abdul Aziz bin Rashid Abdul Rahman Al-Rashid, and Eng. Al-Waleed bin Abdul Razzaq Saleh Al-dereyaan (non-executive members) who have a direct interest therein. Contract type: Lease agreement. Contract term: (2) years. Terms of transaction: Gulf Al Khaleej Training and Education Company leased the Vogue Women's Beauty Center – Al-Khobar branch to the related parties. Contract value: (112,608) Saudi Riyals. The contract does not include any preferential terms or benefits. (Attached) |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the topics on the General Assembly's agenda and ask questions. Registration and voting through Tadawulaty services will be available and free of charge to all shareholders using the following link: https://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty services may vote remotely and electronically on the agenda items of the Extraordinary General Assembly, starting from 1:00 AM on Friday, 19/12/1447H, corresponding to 05/06/2026G, until the end of the meeting time |
| Method of Communication in Case of Any Enquiries | For any inquiries, please contact Shareholder Relations through: Phone: +966 11 462 3260, Ext. 1602 Email: investor.relations@alkhaleej.com.sa |
| Attached Documents | Attached Documents Attached Documents Attached Documents Attached Documents |
