| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Dallah Healthcare Company is pleased to invite the esteemed shareholders to participate and vote in the Ordinary General Assembly Meeting (First Meeting) through modern technology means. |
| City and Location of the General Assembly's Meeting | Riyadh – the Company’s headquarters (via modern technology means) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-24 Corresponding to 1448-01-09 |
| Time of the General Assembly’s Meeting | 19:15 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Each shareholder registered in the Company’s shareholders register with the Securities Depository Center Company (Edaa) by the end of the trading session preceding the General Assembly Meeting shall be entitled to attend the meeting, in accordance with the applicable laws and regulations. Eligibility to register attendance for the General Assembly Meeting shall end at the time the meeting convenes, and eligibility to vote on the agenda items for attendees shall end once the vote counting committee completes the counting of votes. |
| Quorum for Convening the General Assembly's Meeting | Pursuant to Article (33) of the Company’s Articles of Association, the Ordinary General Assembly Meeting shall be valid only if attended by shareholders representing at least one-quarter of the Company’s share capital. If the required quorum is not met at the first meeting, a second meeting shall be convened one hour after the expiry of the period specified for the first meeting. The second meeting shall be deemed valid regardless of the number of shares represented therein |
| General Assembly Meeting Agenda | 1- To review and discuss the Board of Directors’ Report for the fiscal year ended 31 December 2025. 2- To review and discuss the financial statements for the fiscal year ended 31 December 2025. 3- To vote on the Company’s external auditor’s report for the fiscal year ended 31 December 2025 after discussing it. 4- To vote on discharging the members of the Board of Directors from liability for the fiscal year 2025. 5- To vote on appointing the Company’s external auditor from among the nominees 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 the fiscal year 2026, as well as the first quarter of the fiscal year 2027, and to determine the auditor’s fees. 6- To vote on authorizing the interest of Board Member Mr. Khalid bin Abdulaziz Al-Raes in the Share Purchase Agreement relating to the sale of shares in Dr. Mohammed bin Rashid Al Faqih & Partners Company, with a total value attributable to Dallah Healthcare Company amounting to SAR 497,983,407, in which he has an indirect interest in his capacity as one of the sellers, as he owns 0.12% of the shares in such company. Dallah Healthcare Company also owns 31.21% of the shares in the same company. It is noted that no preferential terms exist under this agreement. (Attached) 7- To vote on authorizing the interest of the Chairman of the Board, Eng. Tariq bin Othman Al-kasabi, in the Management Consultancy Agreement, in which he has a direct interest. The value of transactions for the year 2025 amounted to SAR 1,319,735, noting that no preferential terms exist under this contract. (Attached) 8- To vote on authorizing the interest of the Chairman of the Board, Eng. Tariq bin Othman Al-kasabi, in the Technical Support Agreement between the Company and the ATS for, in which the Chairman has an indirect interest as he is a partner therein, in addition to his son, Mr. Abdullah bin Tariq Al-Kasabi, serving as Chairman of the Board of the ATS. The value of transactions for the year 2025 amounted to SAR 7,416,819, noting that no preferential terms exist under this contract. (Attached) 9- To vote on authorizing the interest of the Chairman of the Board, Eng. Tariq bin Othman Al-Kasabi, in the Financial Consultancy Agreement between the Company and Aljazira Capital Company, in which the Chairman has an indirect interest in his capacity as Chairman of the Board of Aljazira Capital Company. The value of transactions for the year 2025 amounted to SAR 7,599,787, noting that no preferential terms exist under this contract. (Attached) 10- To vote on authorizing the interest of Vice Chairman Mr. Mohiuddin bin Saleh Kamel, in the site lease agreement between the Company and Jood Al-Hala Company, in which he has a direct interest as a partner and Board member of Jood Al-Hala Company. The value of transactions for the year 2025 amounted to SAR 330,728, noting that no preferential terms exist under this contract. (Attached) 11- To vote on authorizing the interest of Vice Chairman Mr. Mohiuddin bin Saleh Kamel and Board Member Mr. Amr bin Mohammed Kamel in the employee travel ticket services agreement between the Company and Dareen Travel & Tourism Agency, in which they have an indirect interest, as Mr. Mohiuddin bin Saleh Kamel serves as Vice Chairman of Dallah Al Baraka Holding Company, while Mr. Amr bin Mohammed Kamel is considered one of the senior executives of Dallah Al Baraka Holding Company (which is Dallah Al Baraka Holding Company a major shareholder in Dallah Healthcare Company and owner of Dareen Travel & Tourism Agency). The value of transactions for the year 2025 amounted to SAR 8,404,215, noting that no preferential terms exist under this contract. (Attached) 12- To vote on authorizing the interest of Board Member Dr. Mohammed bin Rashid Al Faqih (whose membership in Dallah Healthcare Company ended upon the expiry of the Board term on 20/10/2025) in the engineering consultancy agreement between the Company and Khalid Al Faqih Engineering Consultancy Office, in which the Board Member has an indirect interest as he is the brother of Eng. Khalid Al Faqih. The value of transactions for the year 2025 amounted to SAR 4,956,712, noting that no preferential terms exist under this contract. (Attached) 13- To vote on authorizing the interest of Board Members Dr. Mohammed bin Rashid Al Faqih and Mr. Fahad bin Abdullah Al-Kassem (whose memberships in Dallah Healthcare Company ended upon the expiry of the Board term on 20/10/2025) in the technical support and pharmaceutical sales agreement between the Company and Dr. Mohammed bin Rashid Al Faqih & Partners Company (an affiliate), in which the Board Members have an indirect interest, as Dr. Mohammed bin Rashid Al Faqih serves as Chairman of the Board of Dr. Mohammed bin Rashid Al Faqih & Partners Company and owns 18.20% thereof, while Mr. Fahad bin Abdullah Al-Kassem serves as a Board Member in the same company. The value of transactions for the year 2025 amounted to SAR 2,767,955, noting that no preferential terms exist under this contract. (Attached) 14- To vote on authorizing the interest of Vice Chairman Mr. Mohiuddin bin Saleh Kamel and Board Member Mr. Amr bin Mohammed Kamel in the medical services provided to Dallah Al Baraka Company, in which they have an indirect interest, as Mr. Mohiuddin bin Saleh Kamel serves as Vice Chairman of Dallah Al Baraka Holding Company, while Mr. Amr bin Mohammed Kamel is considered one of the senior executives of Dallah Al Baraka Holding Company (which is Dallah Al Baraka Holding Company a major shareholder in Dallah Healthcare Company). The value of transactions for the year 2025 amounted to SAR 175,011, noting that no preferential terms exist under this contract. (Attached) 15- To vote on authorizing the interest of Chairman Eng. Tariq bin Othman Al-Kasabi and Vice Chairman Mr. Mohiuddin bin Saleh Kamel in the pharmaceutical sales agreement between the Company and International Medical Center Company (an affiliate), in which they have an indirect interest, as Eng. Tariq bin Othman Al-Kasabi serves as a Board Member of International Medical Center Company, while Mr. Mohiuddin bin Saleh Kamel serves as Vice Chairman of the same company. The value of transactions for the year 2025 amounted to SAR 490,245, noting that no preferential terms exist under this contract. (Attached) 16- To vote on authorizing the interest of Vice Chairman Mr. Mohiuddin bin Saleh Kamel in the spare parts procurement agreement between the Company and Dallah Trading Company, in which the Vice Chairman has an indirect interest as he is a member of the Board of Managers of Dallah Trading Company. The value of transactions for the year 2025 amounted to SAR 9,737, noting that no preferential terms exist under this contract. (Attached) 17- To vote on authorizing the interest of Chairman Eng. Tariq bin Othman Al-Kasabi in the agreement for the provision of medical technical services between the Company and Sukari Medical Company, in which the Chairman has an indirect interest as his brother, Mr. Khalid bin Othman Al-Kasabi, is a member of the Board of Managers of Sukari Medical Company. The value of transactions for the year 2025 amounted to SAR 1,308,125, noting that no preferential terms exist under this contract. (Attached) 18- To vote on the participation of Chairman Eng. Tariq bin Othman Al-Kasabi in a business competing with the Company’s activities through his membership on the Board of Directors of International Medical Center Company (a closed joint stock company), which provides healthcare and medical treatment services. (Attached) 19- To vote on the participation of Vice Chairman Mr. Mohiuddin bin Saleh Kamel in a business competing with the Company’s activities through his position as Vice Chairman of the Board of Directors of International Medical Center Company (a closed joint stock company), which provides healthcare and medical treatment services. (Attached) 20- To vote on the participation of Board Member Mr. Fahad bin Abdullah Al-Kassem (whose membership in Dallah Healthcare Company ended upon the expiry of the Board term on 20/10/2025) in a business competing with the Company’s activities through his membership on the Board of Directors of Dr. Mohammed Rashid Al Faqih & Partners Company (a closed joint stock company), which provides healthcare and medical treatment services. (Attached) 21- To vote on the participation of Board Member Dr. Mohammed bin Rashid Al Faqih (whose membership in Dallah Healthcare Company ended upon the expiry of the Board term on 20/10/2025) in a business competing with the Company’s activities through his direct ownership of 18.20% in Dr. Mohammed Rashid Al Faqih & Partners Company (a closed joint stock company), which provides healthcare and medical treatment services. (Attached) 22- To vote on the participation of Board Member Dr. Mohammed bin Rashid Al Faqih (whose membership in Dallah Healthcare Company ended upon the expiry of the Board term on 20/10/2025) in a business competing with the Company’s activities through his position as Chairman of the Board of Directors of Dr. Mohammed Rashid Al Faqih & Partners Company (a closed joint stock company), which provides healthcare and medical treatment services. (Attached) 23- To vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2027. 24- To vote on delegating to the Board of Directors the powers of the General Assembly as set out 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 delegated Board of Directors, whichever is earlier, in accordance with the conditions set out in the Implementing Regulations of the Companies Law for Listed Joint Stock Companies. |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders shall have the right to discuss the items listed on the agenda of the General Assembly and direct questions thereon. Registration and voting through Tadawulaty services will be available free of charge to all shareholders through the following link: www.tadawulaty.com.sa . |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty services will be able to remotely vote on the items of the General Assembly’s agenda starting from 1:00 a.m. on Saturday, corresponding to 05/01/1448H (20/06/2026G), until the vote counting committee completes the counting of votes. |
| Method of Communication in Case of Any Enquiries | Should you have any inquiries or questions regarding the meeting agenda, please contact the Shareholders Relations Department: Telephone: +966 (11) 225 5065, Ext. 5769 Fax: +966 (11) 455 0803 Email: IR@Dallahhealth.com |
| Attached Documents | Attached Documents |
Dallah Healthcare Company invites its shareholders to attend the Ordinary General Assembly Meeting (First Meeting) via modern technology means.
AI Summary
- Dallah Healthcare Company has scheduled an Ordinary General Assembly Meeting for June 24, 2026, to be conducted via modern technology.
- Shareholders will vote on a Share Purchase Agreement to sell shares in Dr. Mohammed bin Rashid Al Faqih & Partners Company, with a total value attributable to the company of SAR 497,983,407.
- The agenda includes the review of 2025 financial statements, the appointment of an external auditor for 2026 and Q1 2027, and a proposal to authorize the Board to distribute interim dividends for fiscal year 2027.
- The meeting will address multiple related party transactions and the participation of several Board members in competing healthcare businesses, including the International Medical Center Company.
Attachments
