Flynas Co. — Proxy Solicitation & Information Statement 2026

Jun 4, 2026

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

4264 · 04/06/2026 16:37:00 · Announcement #95858 · View on Saudi Exchange

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

Element List	Explanation
Introduction	The Board of Flynas Co. is pleased to invite its shareholders to participate and vote on the Extraordinary General Assembly Meeting scheduled to be held on Thursday at 18:45 KSA time on 25/06/2026 corresponding to 10/01/1448H via modern technology means (Remotely).
City and Location of the General Assembly's Meeting	Riyadh - Via modern technology means (Remotely)
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2026-06-25 Corresponding to 1448-01-10
Time of the General Assembly’s Meeting	18:45
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 Pursuant to article (33) of the Company’s Bylaws, the Extraordinary General Assembly meeting shall be valid if it is attended by shareholders representing at least half of the Company’s voting shares.

In case this quorum is not present at the first meeting, the second meeting shall be held one hour after the end of the period specified for holding the first meeting, and in all cases, the second meeting shall be valid if it is attended by shareholders representing at least one-quarter of the Company’s voting shares. General Assembly Meeting Agenda 1. Review & discuss the Board of Directors’ Report for the fiscal year ending on 31 December 2025. (attached)

2. Voting on the Auditors Report for the fiscal year ending 31 December 2025 after discussion. (attached)

3. Review & discuss the Financial Statements for the fiscal year ending on 31 December 2025. (attached)

4. Voting on release Board of Directors members from liability for the fiscal year ending 31 December 2025.

5. Voting on appointing the External Auditors for the Company from among the candidates based on the Audit Committee recommendation, the appointed auditor shall examine, review and audit the second, third quarter and annual financial statements of the fiscal year 2026, and the first quarter of the fiscal year 2027, and the determination of the auditor remuneration. (attached)

6. Voting on the approval to pay remuneration to the members of the Board of Directors in the amount of SAR 2,870,000 for the fiscal year ending on 31 December 2025.

7. Voting on the Approval to authorize the Board of Directors with the authority of the Ordinary General Assembly to authorize the license contained in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions contained in the Executive Regulations of the Companies Law for listed joint-stock companies.

8. Voting on the transfer of statutory reserves amounting to SAR 43,500,959 to retained earnings, as per the Saudi Companies Law issued pursuant to Cabinet Decision No. 678/1443H (2022), which eliminated the mandatory reserve threshold and allows companies to determine reserves based on their needs.

9. Voting on the transaction entered into between the Company and Bank Saudi Fransi (BSF Bank) in which Mr. Talal Ibrahim Ali Almaiman, (Company Board Vice Chairman - Non-Executive), has an indirect interest. (BSF Board Vice Chairman – Non-Executive)

a. Nature of Transactions: Regarding the Murabaha Facility obtained through Banque Saudi Fransi, acting as a lead manager, with a total balance of SAR 1,010,318,218 as of 31 December 2025 together with the financing costs of SAR 78,897,297 million during the same period based on Saudi Interbank Offered Rate (SAIBOR) plus additional margin. Furthermore, the Company maintained with BSF the financing facilities pertaining to multi-purpose financing, payment guarantees and treasury product with the total available facility of SAR 716,625,000. Additionally, the Company has arrangement of Payment Gateway Service Agreement with BSF related to the electronic payment and processing services. The transaction was made in the ordinary course of the Company’s business without any preferential terms or benefits.

10. Voting on the transaction entered into between the Company and BSF Capital in which Mr. Talal Ibrahim Ali Almaiman (Company Board Vice Chairman - Non-Executive) has an indirect interest. (BSF Capital Board Chairman – Non-Executive)

a.Nature of Transactions: Regarding IPO related fees amounting to SAR 45,325,016 during the year ended 31 December 2025 on account of acting as a lead manager, financial advisor and the underwriter. The transaction was made in the ordinary course of the Company’s business without any preferential terms or benefits.

11. Voting on the transaction between the Company and National Air Services (NAS Holding) in which the Company’s board members, Mr. Ayed Thawab Manea Allah Aljeaid (Chairman - Non-Executive), Mr. Talal Ibrahim Ali Almaiman (Vice Chairman - Non-Executive), Mr. Hamza Bahi Adeen AlSayed AlKholi (Director - Non-Executive), and Mr. Bander Abdulrahman Almohanna (Director - Executive), having an indirect interest, being board members of NAS Holding. The transaction was carried out in relation to the settlement of part of IPO proceeds payable to the pre-IPO shareholders, whereby the amount of SAR150,000,000 settled against the receivable balance due from NAS Holding. The transaction was made in the ordinary course of the Company’s business without any preferential terms or benefits.

12. Voting on the transaction entered into between the Company and NAS Private Aviation LLC in which Board member Mr. Bander Abdulrahman Almohanna, (Company Executive Director) has an indirect interest. (Board Member)

a. Nature of Transactions: Relate to the provision of aircraft management services for an amount of SAR 117,041,498. The transaction was made in the ordinary course of the Company’s business without any preferential terms or benefits.

13. Voting on the transaction entered into between the Company and Saudi Air Navigation Services (SANS) in which Board member Mr. Bander Abdulrahman Almohanna, (Company Executive Director) has an indirect interest. (Board Member)

a. Nature of Transactions: Regarding the air navigation services in Saudi Arabia for a total amount of SAR 166,293,058 as of 31 December 2025. The transaction was made in the ordinary course of the Company’s business without any preferential terms or benefits. Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders are entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members.

Shareholders registered in Tadawulaty services will be able to vote online on the Annual General Assembly’s agenda. Voting will start at 01:00 am, Sunday 1448/01/06 AH, corresponding to 2026/6/21, and will last until the end of the Annual General Assembly Meeting.

Please note that registration in Tadawulaty service and voting are free of charge for all shareholders using the following link: http://tadawulaty.com.sa Details of the electronic voting on the Assembly’s agenda The esteemed shareholders may vote remotely on the General Assembly Meeting’s agenda through Tadawulaty website provided in the following hyperlink:

https://login.tadawulaty.com.sa/ir/user/login.xhtml Method of Communication in Case of Any Enquiries If there are any enquiries in relation to AGM and its agenda, please feel free to contact:

corporatecompliance@flynas.com. Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.