|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 18:30 pm on Wednesday dated 29/05/1442 corresponding to 13/01/2021 G through modern technology. This is in the interest of the safety of the shareholders and within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19), and an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.|
|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||2021-01-13 Corresponding to 1442-05-29|
|Time of the General Assembly’s Meeting||18:30|
|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- Voting on the Board of Directors’ Report for the fiscal year ending on 31 August 2020 G.
2- Voting on the Company’s Auditor’s Report for the fiscal year ending on 31 August 2020 G.
3- Voting on the financial statements for the fiscal year ending on 31 August 2020 G.
4- Voting to appoint the Company’s auditor among the candidates based on the audit committee’s recommendation to examine, review and audit the financial statements for the third quarter of the fiscal year 2020/2021 G, the fiscal year ending on 31 August 2021 G, and the first and second quarters of the fiscal year 2021/2022, and determining their fees.
5- Voting on the Board of Directors’ recommendation to distribute cash dividends to shareholders for the fiscal year ended 31 August 2020, with a total amount of (34,400,000) riyals at (0.80) riyals per share, equivalent to 8% 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 Edaa Center at the end of the second trading day following the maturity date, and the dividend distribution date will be announced later.
6- Voting on the election of the Board of Directors’ members among the candidates for the next session, which begins on 28/02/2021 G for a period of three years ending on 27/02/2024 G (CVs of all candidates are attached). Noting that if the voting results do not enable the company to appoint the minimum number of independent members in the board according to the regulatory requirements, independent members will be replaced by non-independent members according to the number of votes they will obtain.
7- Voting on forming the Audit Committee, determining rules and procedures for its activities and duties, and its members’ remunerations for the new session which begins on 28/02/2021 G until the end of the session on 27/02/2024 G, noting that the candidates (CVs are attached) are: –
1) Mohammed Bin Farhan Bin Nader
2) Khaled Bin Saad Al Sabti
3) Abdulaziz Bin Mohammed Al Suwailem
8- Voting on the discharge of the Board of Directors’ members liability for the fiscal year ended 31/08/2020 G.
9- Voting on authorizing the Board of Directors to distribute interim dividends in a semi-annually or quarterly manner for the fiscal year 31 August 2021 G.
10- 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 (71) of the Companies Law, until the end of the current Board of Directors session on 27/02/2021 G, in accordance with the regulatory rules and procedures issued and pursuant to the companies law relating to listed joint stock companies.
11- Voting on delegating the Board of Directors (elected for the next session) with the authority of the Ordinary General Assembly relating to the permission mentioned in paragraph (1) of Article (71) of the Companies Law, for one year from the consent date of the Ordinary General Assembly or until the end of the Board of Directors session (elected for next session) whichever is earlier, in accordance with the regulatory rules and procedures issued and pursuant to the companies law relating to listed joint stock companies.
|Proxy Form||نموذج التوكيل|
|E-Vote||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 (10:00 am) dated 25/05/1442 corresponding to 09/01/2021 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:
|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.|
|Attached Documents||2 1|