Sport Clubs Co. Announces the Results of the Extraordinary General Assembly Meeting (Second Meeting)

Sport Clubs Company’s Extraordinary General Assembly approved the financial statements, board report, and discharge of board members from liability for the fiscal year ended December 31, 2025.
Shareholders approved the appointment of BDO Dr. Mohammed Al-Amri & Co. as the external auditor for the 2026 fiscal year and first quarter of 2027 for a fee of SAR 565,000.
Approved 2025 remuneration of SAR 948,356 for the Board of Directors and SAR 300,000 for the Audit Committee, alongside the appointment of Ms. Sara Abdulaziz Al-Mudaimigh to the board.
Authorized a related party contract with Aldrees Petroleum Services Company for SAR 660,000 and approved extensive amendments to the company’s bylaws concerning objectives, capital increases, and profit entitlements.

Element List	Explanation
Introduction	Sport Clubs Company announces the results of the Extraordinary General Assembly Meeting (Second Meeting), held due to the non-fulfillment of the legal quorum for the first meeting scheduled at 8:15 PM. Accordingly, the second meeting was held at 9:15 PM on Wednesday 09/01/1448H corresponding to 24/06/2026G, with an attendance percentage of 31.82855% via modern technology means.
City and Location of the General Assembly's Meeting	Riyadh – the Company’s head office, held via means of modern technology
Date of the General Assembly's Meeting	2026-06-24 Corresponding to 1448-01-09
Time of the General Assembly’s Meeting	21:15
Percentage of Attending Shareholders	31.82855%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees	Board members who attended the Assembly: Mr. Ammar Abdulwahed Al-Khudairi (Chairman of the Board) Mr. Abdulilah Saad Aldrees (Vice Chairman of the Board) Mr. Sager Ahmed Al-Balwi (Board Member) Mr. Fadi Farouk Arebid (Board Member) Ms. Sara Abdulaziz Al-Mudaimigh (Board Member)
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf	Mr. Sager Ahmed Al-Balwi (Chairman of the Audit Committee) Mr. Fadi Farouk Arebid (Chairman of the Nomination and Remuneration Committee)
Voting Results on the Items of the General Assembly's Meeting Agenda's	1. The financial statements for the fiscal year ended 31/12/2025 were reviewed and discussed. 2. Approval of the external auditor’s report for the fiscal year ended 31/12/2025, after discussion. 3. The Board of Directors’ report for the fiscal year ended 31/12/2025 was reviewed and discussed. 4. Approval of the discharge of the Board members from liability for the year ended 31/12/2025. 5. Approval of appointing Messrs. BDO Dr. Mohammed Al-Amri & Co. as the Company’s external auditor from among the candidates, based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second quarter, the third quarter and the annual financial statements of fiscal year 2026, and the first quarter of 2027, and determining its fees at (SAR 565,000 only). 6. Approval of the works and contracts concluded between the Company and Aldrees Petroleum Services Company, in which Board member Eng. Abdulilah Aldrees has an indirect interest, being the supply of fuel for the Company’s vehicles through Aldrees stations for the year 2025, at a total value of SAR 660,000, conducted in the ordinary course of business and without preferential terms or advantages. 7. Approval of the Board of Directors’ resolution to appoint Board member Mr. Mahmoud Baban to the vacant seat on the Board, appointed on 3/11/2025, in place of the resigned member Mr. Yasser Al-Hadithi (noting that the member resigned on 18/01/2026). 8. Approval of the Board of Directors’ resolution to appoint Ms. Sara Abdulaziz Al-Mudaimigh (non-executive member) to the Board, effective from her appointment date on 1/6/2026, to complete the Board’s term until the end of the current term on 25/9/2027, succeeding the former member Mr. Mahmoud Jalal Baban (non-executive member). 9. Approval of Board member Ms. Sara Al-Mudaimigh’s engagement in a business competing with the Company’s business. 10. Approval of authorizing the Board of Directors with the power of the Ordinary General Assembly in respect of the authorization stated in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of the Assembly’s approval or until the end of the term of the authorized Board, whichever is earlier, in accordance with the conditions set out in the Implementing Regulations of the Companies Law for Listed Joint Stock Companies. 11. Approval of amending the Remuneration Policy of the Board of Directors, its committees and the executive management. 12. Approval of amending the Audit Committee Charter (work regulation). 13. Approval of disbursing the Board of Directors’ remuneration of (SAR 948,356) for the fiscal year ended 31/12/2025. 14. Approval of disbursing the Audit Committee members’ remuneration of (SAR 300,000) for the fiscal year ended 31/12/2025, in accordance with the amended Remuneration Policy of the Board, its committees and the executive management, and the amended Audit Committee Charter. 15. Approval of amending Article (Four) of the Company’s Bylaws relating to (the Company’s Objectives). 16. Approval of amending Article (Six) of the Company’s Bylaws relating to (Participation and Ownership in Companies). 17. Approval of deleting Article (Nine) of the Company’s Bylaws relating to (the Shareholders’ Register). 18. Approval of amending Article (Ten) of the Company’s Bylaws relating to (Trading of Shares). 19. Approval of amending Article (Thirteen) of the Company’s Bylaws relating to (Capital Increase). 20. Approval of amending Article (Sixteen) of the Company’s Bylaws relating to (the Company’s Purchase, Sale and Pledge of its Shares). 21. Approval of amending Article (Seventeen) of the Company’s Bylaws relating to (Debt Instruments or Sukuk). 22. Approval of amending Article (Twenty-Four) of the Company’s Bylaws relating to (Board Deliberations). 23. Approval of adding a new article to the Company’s Bylaws relating to (Formation of Committees). 24. Approval of amending Article (Thirty-Eight) of the Company’s Bylaws relating to (Financial Documents). 25. Approval of amending Article (Thirty-Nine) of the Company’s Bylaws relating to (Entitlement to Profits).