Sport Clubs Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

Element List	Explanation
Introduction	The Board of Directors of Sport Clubs Company is pleased to invite the esteemed Shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), scheduled, God willing, at 08:15 PM on Wednesday, 9/1/1448 H, corresponding to 24/06/2026 G, via modern technology means using the Tadawulaty system.
City and Location of the General Assembly's Meeting	Riyadh — the Company’s Head Office. The meeting will be held via modern technology means, and shareholders may join and participate in the meeting through the Tadawulaty platform at the following link: https://www.tadawulaty.com.sa
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	20:15
Methodology of Convening the General Assembly’s Meeting	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 (29) of the Company’s Bylaws, the legal quorum for convening the Extraordinary General Assembly Meeting is the attendance of shareholders representing at least one-half of the Company’s shares carrying voting rights. If the required quorum is not met, a second meeting shall be convened one hour after the expiry of the period set for the first meeting. The second meeting shall be valid if attended by a number of shareholders representing at least one-quarter of the Company’s shares carrying voting rights.
General Assembly Meeting Agenda	1. Reviewing and discussing the Company’s financial statements for the financial year ended 31/12/2025. 2. Voting on the external auditor’s report for the financial year ended 31/12/2025, after discussion. (Attached) 3. Reviewing and discussing the Board of Directors’ report for the financial year ended 31/12/2025. 4. Voting on the discharge of the Board of Directors’ members from liability for the year ended 31/12/2025. 5. Voting on the appointment of the Company’s external auditor from among the candidates, based on the Audit Committee’s recommendation, to examine, review, and audit the financial statements for the second and third quarters of 2026, the year ending 31/12/2026, and the first quarter of 2027, and to determine the auditor’s fees. (Attached) 6. Voting on the business and contracts concluded between the Company and Aldrees Petroleum and Transport Services Company, in which the Board member Engineer Abdulelah Aldrees has an indirect interest, namely the supply of fuel for the Company’s vehicles through Aldrees’ stations during 2025, with a total value of SAR 660,000, conducted in the ordinary course of business and without preferential terms or advantages. (Attached) 7. Voting on ratifying the Board of Directors’ resolution to appoint Board member Mr. Mahmoud Baban to the vacant Board seat, appointed on 03/11/2025 to replace the resigning member Mr. Yasser Al-Hadithi. (Note: the member subsequently resigned on 18-01-2026.) 8. Voting on the Board of Directors’ resolution to appoint Ms. Sara Abdulaziz Al-Mudaimegh (non-executive member) to the Board, effective from her appointment date 01/06/2026, to complete the Board’s current term ending on 25/09/2027, succeeding the previous member Mr. Mahmoud Jalal Baban (non-executive member). (CV attached) 9. Voting on the participation of Board member Ms. Sara Al-Mudaimegh in a business that competes with the Company’s business. (Attached) 10. Voting on authorizing the Board of Directors with the Ordinary General Assembly’s power referred to 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 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. Voting on the amendment of the Remuneration Policy for the Board of Directors, its Committees, and Executive Management. (Attached) 12. Voting on the amendment of the Audit Committee Charter. (Attached) 13. Voting on the payment of the Board of Directors’ remuneration in the amount of SAR 948,356 for the financial year ended 31/12/2025. 14. Voting on the payment of Audit Committee members’ remuneration in the amount of SAR 300,000 for the financial year ended 31/12/2025, in accordance with the amended Remuneration Policy for the Board of Directors, its Committees, and Executive Management, and the amended Audit Committee Charter. (Attached) 15. Voting on the amendment of Article (Four) of the Company’s Bylaws relating to (Purposes of the Company). (Attached) 16. Voting on the amendment of Article (Six) of the Company’s Bylaws relating to (Participation and Ownership in Companies). (Attached) 17. Voting on the deletion of Article (Nine) of the Company’s Bylaws relating to (Shareholders Register). (Attached) 18. Voting on the amendment of Article (Ten) of the Company’s Bylaws relating to (Trading of Shares). (Attached) 19. Voting on the amendment of Article (Thirteen) of the Company’s Bylaws relating to (Increase of Capital). (Attached) 20. Voting on the amendment of Article (Sixteen) of the Company’s Bylaws relating to (Company’s Purchase, Sale and Pledge of its Shares). (Attached) 21. Voting on the amendment of Article (Seventeen) of the Company’s Bylaws relating to (Loan Bonds or Sukuk). (Attached) 22. Voting on the amendment of Article (Twenty-Four) of the Company’s Bylaws relating to (Board Deliberations). (Attached) 23. Voting on the addition of a new article to the Company’s Bylaws relating to (Formation of Committees). (Attached) 24. Voting on the amendment of Article (Thirty-Eight) of the Company’s Bylaws relating to (Financial Documents). (Attached) 25. Voting on the amendment of Article (Thirty-Nine) of the Company’s Bylaws relating to (Entitlement to Profits). (Attached)
Proxy Form	Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right	Attending shareholders have the right to discuss the items listed on the Assembly’s agenda and raise questions. Registration and voting through Tadawulaty services are available and free of charge to all shareholders at the following link: www.tadawulaty.com.sa
Details of the electronic voting on the Assembly’s agenda	Shareholders registered in Tadawulaty services may vote electronically and remotely on the Assembly’s items, starting from 01:00 AM on Saturday 20-06-2026 G until the conclusion of the vote-counting committee’s work. Registration and voting through Tadawulaty services are available and free of charge to all shareholders at the following link: www.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries	For any inquiries regarding the Assembly’s items, shareholders may contact the Investor Relations Department during official business hours via email: IR@sportclubs.com.sa or phone: +966 920000626
Additional Information	The attachments related to the agenda items are indicated next to each item with the word (Attached).
Attached Documents	Attached Documents