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Introduction The board of directors of National Company for Learning & Education (NCLE) is pleased to invite all shareholders to participate and vote in the Ordinary General Assembly Meeting (The First Meeting) which will be held at 20:00 pm on Wednesday dated 14 / 06 /1445 corresponding to 27 / 12 / 2023G through modern technology.
City and Location of the General Assembly’s Meeting NCLE’s Head Office at Riyadh, Alrayyan district via modern technology using Tadawulty platform.
URL for the Meeting Location http://tadawulaty.com.sa
Date of the General Assembly’s Meeting 2023-12-27 Corresponding to 1445-06-14
Time of the General Assembly’s Meeting 20:00
Attendance Eligibility Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations.
Quorum for Convening the General Assembly’s Meeting The General Assembly meeting shall be valid if attended by shareholders representing at least half of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented at it.
General Assembly Meeting Agenda

1- Reviewing on the Board of Directors’ Report for the fiscal year ended on 31 August 2023 G and discussing it.

2- Voting on the Company’s Auditor’s Report for the fiscal year ended on 31 August 2023 G.

3- Reviewing on the financial statements for the fiscal year ended on 31 August 2023 G and discussing it.

4- Voting on Board of Directors’ recommendation to distribute cash dividends to shareholders for the fiscal year ended 31 August 2023, with a total amount of (70,950,000) riyals at (1.65) riyals per share, equivalent to 16.5% of the company’s share capital. Provided that the eligibility of the shareholders who own the shares at the end of the trading session of the day of the assembly meeting and are registered in the company’s shareholders ’register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the maturity date, and the dividend distribution date will be announced later.

5- Voting on the discharge of the Board of Directors’ members liability for the fiscal year ended 31/08/2023 G.

6- Voting on delegating the Board of Directors to distribute interim dividends in a semi-annually or quarterly manner for the fiscal year ending on 31 August 2024 G.

7- Voting on delegating the Board of Directors with the authority of the Ordinary General Assembly relating to the permission mentioned in paragraph (1) of Article (27) of the Companies Law, for one year from the consent date of the General Assembly or until the end of the delegated Board of Directors session whichever is earlier, in accordance with the implementing regulation of the companies law relating to listed joint stock companies.

Proxy Form
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any)

Shareholders registered on the Tadawulati Services website will be able to vote remotely on the General Assembly’s meeting agenda through the (Electronic Voting) service, which will start from Saturday morning (01:00 am) dated 10 / 06/ 1445 corresponding to 23 / 12 / 2023 G and ending when the General assembly meeting finishes. The registration and voting on the Tadawulaty platform is freely available for all shareholders by using the following link.

www.tadawulaty.com.sa

Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes.
Method of Communication

For inquiries, please contact the Investor Relations Department by phone number 0114926606 during the company’s official working hours or by the E-mail of the Investor Relations Department.

Investor.relations@edu.com.sa

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