AlKhaleej announces that it has entered into a share purchase agreement on 28/03/2024G with the shareholders of Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls (the "Selling Shareholder") (“Agreement”), for the purpose of acquiring shares in Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls, corresponding to One million, six hundred thousand (1,600,000) ordinary shares, representing 80% of the share capital of Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls, in exchange for the issuance of new shares in Alkhaleej to the Selling Shareholder, whereby Alkhaleej capital will be increased from Six hundred fifty million Saudi Riyals (SAR 650,000,000) to Eight Hundred eighty seven million, Five hundred seventy one thousand and four hundred thirty Saudi Riyals (SAR 878,571,430) through the issuance of twenty two million, eight hundred seventy five thousand and one hundred forty three (22,857,143) ordinary shares, thus increasing the total number of AlKhaleej shares from sixty five million (65,000,000) ordinary shares to eighty-seven million, eight hundred fifty seven thousand and one hundred forty three (22,857,143) ordinary shares, representing an increase of about 26.02% of Alkhaleej share capital prior to the issuance of the new shares (the "Acquisition Deal").

It is worth mentioning that Adwaa Al-Hidaya Schools Company for Boys and Girls was established in 2005 and includes under its ownership two educational complexes, the first of which is Adwaa Al-Hidaya Schools in the Al-Taawun neighbourhood, with a capacity of 4043 students, and the number of its students is 3,325 students studying the national and international Curriculum, and the Regit Grammar School Riyadh -RGSR-, located in the Ghirnata neighbourhood. The number of students is 1,120 students, with a capacity of 1,200 students studying the international Curriculum; RGSR is one of the leading private schools in the Kingdom of Saudi Arabia and operates under the prestigious Royal Commission for Riyadh City (RCRC) International Schools Programme.

• either party has not served a conditions fulfilment notice; or

• any of the joint conditions under the agreement have not been fulfilled or have been waived.

1. Obtaining a no objection letter from the General Authority for Competition for the Acquisition Deal;

2. Obtaining the approval of the Saudi Exchange Company to list the new shares resulting from the capital increase;

3. Obtaining the approval of the Capital Market Authority on the Acquisition Deal and the shareholders circular;

4. Obtaining the approval of the Extraordinary General Assembly of AlKhaleej, in accordance with the provisions of the Companies Law, the Rules for the Offering of Securities and Continuing Obligations; and

5. Obtaining any other necessary or appropriate approvals in relation to the Acquisition Deal.