Tadawul-
Element List Explanation
Introduction The Board of Directors of the Tourism Enterprise Company (Shams) is pleased to invite its esteemed shareholders to attend the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held, God willing, at 7:00 PM on Thursday: 02/06/1448 AH corresponding to 12/11/2026 AD. In person and via modern technology.
City and Location of the General Assembly's Meeting At Palm Beach Resort - Al Khobar Governorate - Half Moon Beach, in person and via modern technology.
Meeting location: https://maps.app.goo.gl/gDBSmALZodmPP6zd7
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2026-11-12 Corresponding to 1448-06-02
Time of the General Assembly’s Meeting 19:00
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 According to Article (35) of the Company's Articles of Association, an Extraordinary General Assembly meeting shall not be valid unless attended by shareholders representing at least (half) of the Company's shares entitled to voting rights. If the required quorum for convening this meeting is not met, a second meeting shall be held one hour after the expiry of the period specified for convening the first meeting. The second meeting shall be valid if attended by shareholders representing at least (one-quarter) of the Company's shares entitled to voting rights.
General Assembly Meeting Agenda Item 1: Voting on the amendment of the Audit Committee Charter. (Attached)
Item 2: Voting on the amendment of the Nomination and Remuneration Committee Charter. (Attached)
Item 3: Voting on the amendment of the Board Membership Criteria Policy. (Attached)
Item 4: Voting on the amendment of the Remuneration Policy for Board Members, Board Committees, and Executive Management. (Attached)
Item 5: Voting on the amendment of Article (6) of the Company's Articles of Association, relating to (Participation and Ownership in Companies). (Attached)
Item 6: Voting on the amendment of Article (11) of the Company's Articles of Association, relating to (Sale of Shares Whose Value Has Not Been Fully Paid). (Attached)
Item 7: Voting on the amendment of Article (12) of the Company's Articles of Association, relating to (Capital Increase). (Attached)
Item 8: Voting on the amendment of Article (13) of the Company's Articles of Association, relating to (Capital Reduction). (Attached)
Item 9: Voting on the amendment of Article (14) of the Company's Articles of Association, relating to (Capital Increase). (Attached)
Item 10: Voting on the amendment of Article (15) of the Company's Articles of Association, relating to (Preference Shares). (Attached)
Item 11: Voting on the amendment of Article (16) of the Company's Articles of Association, relating to (Issuance of Shares). (Attached)
Item 12: Voting on the amendment of Article (17) of the Company's Articles of Association, relating to (The Company's Purchase, Sale, and Pledging of Its Shares). (Attached)
Item 13: Voting on the amendment of Article (18) of the Company's Articles of Association, relating to (Debt Instruments and Financing Sukuk). (Attached)
Item 14: Voting on the amendment of Article (19) of the Company's Articles of Association, relating to (Company Management). (Attached)
Item 15: Voting on the amendment of Article (20) of the Company's Articles of Association, relating to (Expiry or Termination of Board Membership). (Attached)
Item 16: Voting on the amendment of Article (21) of the Company's Articles of Association, relating to (Expiry of the Board's Term, Resignation of Its Members, or Vacancies in Board Membership). (Attached)
Item 17: Voting on the amendment of Article (22) of the Company's Articles of Association, relating to (Powers of the Board). (Attached)
Item 18: Voting on the amendment of Article (24) of the Company's Articles of Association, relating to (Powers of the Chairman, Vice Chairman, Managing Director, and Secretary). (Attached)
Item 19: Voting on the amendment of Article (25) of the Company's Articles of Association, relating to (Board Meetings). (Attached)
Item 20: Voting on the amendment of Article (26) of the Company's Articles of Association, relating to (Board Meetings and Resolutions). (Attached)
Item 21: Voting on the amendment of Article (29) of the Company's Articles of Association, relating to (Duties of the Company's Board of Directors, Conflicts of Interest, Competition, and Exploitation of Assets). (Attached)
Item 22: Voting on the amendment of Article (30) of the Company's Articles of Association, relating to (Board Committees). (Attached)
Item 23: Voting on the amendment of Article (31) of the Company's Articles of Association, relating to (Remuneration of Board Members). (Attached)
Item 24: Voting on the amendment of Article (33) of the Company's Articles of Association, relating to (Calling General Assemblies). (Attached)
Item 25: Voting on the amendment of Article (40) of the Company's Articles of Association, relating to (Calling General Assemblies). (Attached)
Item 26: Voting on the amendment of Article (42) of the Company's Articles of Association, relating to (Powers of the Constituent Assembly). (Attached)
Item 27: Voting on the amendment of Article (43) of the Company's Articles of Association, relating to (Powers of the Ordinary General Assembly). (Attached)
Item 28: Voting on the amendment of Article (44) of the Company's Articles of Association, relating to (Powers of the Extraordinary General Assembly). (Attached)
Item 29: Voting on the amendment of Article (45) of the Company's Articles of Association, relating to (Presiding over General Assemblies and Preparing Minutes). (Attached)
Item 30: Voting on the amendment of Article (47) of the Company's Articles of Association, relating to (Financial Documents). (Attached)
Item 31: Voting on the amendment of Article (48) of the Company's Articles of Association, relating to (Formation of Reserves). (Attached)
Item 32: Voting on the amendment of Article (49) of the Company's Articles of Association, relating to (Dividend Entitlement). (Attached)
Item 33: Voting on the amendment of Article (50) of the Company's Articles of Association, relating to (Company Losses). (Attached)
Item 34: Voting on the amendment of Article (51) of the Company's Articles of Association, relating to (Dividend Distribution). (Attached)
Item 35: Voting on the amendment of Article (53) of the Company's Articles of Association, relating to (Final Provisions). (Attached)
Item 36: Voting on the amendment of Article (54) of the Company's Articles of Association, relating to (Publication). (Attached)
Item 37: Voting on the amendment of Article (55) of the Company's Articles of Association, relating to (Liability Action by the Company, a Partner, or a Shareholder). (Attached)
Item 38: Voting on the addition of an article to the Company's Articles of Association, numbered (29), relating to (The Company's Head Office). (Attached)
Item 39: Voting on the addition of an article to the Company's Articles of Association, numbered (30), relating to (Powers of the Board). (Attached)
Item 40: Voting on the addition of an article to the Company's Articles of Association, numbered (35), relating to (Formation of the Audit Committee). (Attached)
Item 41: Voting on the addition of an article to the Company's Articles of Association, numbered (36), relating to (Functions and Powers of the Audit Committee). (Attached)
Item 42: Voting on the addition of an article to the Company's Articles of Association, numbered (37), relating to (Governance Framework, Allocation of Responsibilities, and Executive Oversight). (Attached)
Item 43: Voting on the addition of an article to the Company's Articles of Association, numbered (38), relating to (Nomination and Remuneration Committee). (Attached)
Item 44: Voting on the addition of an article to the Company's Articles of Association, numbered (39), relating to (Internal Audit Unit or Department). (Attached)
Item 45: Voting on the addition of an article to the Company's Articles of Association, numbered (40), relating to (Supplementary Policies on Disclosure, Conflicts of Interest, and Related Parties). (Attached)
Item 46: Voting on the renumbering of the provisions of the Company's Articles of Association whose wording remains unchanged, in line with the proposed amendments and additions. (Attached)
Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders are entitled to discuss the items included on the agenda of the Extraordinary General Assembly and to direct questions to the members of the Board of Directors. Please note that voting via the "Tadawulaty" services is available free of charge to all shareholders through the following link: https://www.tadawulaty.com.sa/
Details of the electronic voting on the Assembly’s agenda Shareholders registered with the Tadawulaty services may cast their votes electronically—remotely—on the agenda items of the General Assembly, starting from 1:00 AM on Sunday, 28/05/1448 AH (corresponding to 08/11/2026 AD) until the conclusion of the General Assembly meeting. Registration and voting via Tadawulaty are available free of charge to all shareholders through the following link:
https://www.tadawulaty.com.sa/
Method of Communication in Case of Any Enquiries Should you have any inquiries, please contact the Shareholder Relations Department:
By phone: 013-8366669, Ext. 7000
Or via email: Info@shamstourism.com.sa