September 15, 2020
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Explanation |
Articles |
| The board of directors of National Company for Learning & Education (NCLE) is pleased to invite all shareholders to attend the Ordinary General Assembly Meeting (The First Meeting) that will be conducted on Tuesday dated 19/02/1442 H corresponding to 06/10/2020 G through modern technology using Tadawulty platform as per the Capital Market Authority’s circular to suspend the in-person attendance of general assemblies until further notice, and that such meetings should be conducted through modern technology, in order to further support the efforts and precautionary measures taken by the specialized and concerned medical authorities in the Kingdom of Saudi Arabia, to prevent the spread of the Coronavirus (COVID-19). |
Introduction |
| NCLE’s Head Office at Riyadh via modern technology using Tadawulty platform |
City and location of General Assembly |
| https://goo.gl/maps/XbePtT7EvDK2ocFXA |
Meeting venue link |
| 06 / 10 /2020 |
Date of the General meeting |
| 18:30 |
Time of the general meeting |
| Each shareholder who is registered in the Company’s Shareholders Register at the Depository Center at the end of the trading session preceding the General Assembly meeting, has the right to register electronically and vote through using Tadawulty platform in the General Assembly meeting as per the rules and regulations |
Shareholders Eligibility to attend general assembly 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.
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Quorum as percentage of shareholders |
| 1- Voting to amend the policy, standards and procedures of the Board of Directors’ membership. (attached)
2- Voting on the “Competing business standards”, in which the Board of Directors verifies that a Board Member competition with the Company’s business or one of the branch activities that it conducts, in accordance with the requirements of Paragraph (3) of Article (46) of the Corporate Governance Regulations. (attached) 3- Voting on the business and contracts that will be conducted between NCLE and Refan Company for Operation and Maintenance, in which the Chairman of the Board of Directors Mr. Khaled bin Mohammad Al-Khudhair has an indirect interest in. It is about a contract to purchase all of the shares of Refan Company for Operation and Maintenance (a limited liability company), to be 100% owned by NCLE, with a total purchase price of SR 946,000 riyals, and without preferential terms. (attached) 4- Voting to reallocate the unutilized portion of the IPO proceeds designated for the projects of Doha Hills educational campus – previously named Altaraji- amounting to SR (39,195,527) and Al Qassim educational campus amounting to SR (13,914,183), to be used for funding the company’s operational activities. |
General Meeting Agenda |
| 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 Friday morning (10:00 am) date 15/02/1442 H corresponding to 02/10/2020 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: |
Electronic 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 General Assembly’s meeting agenda ends upon the Counting Committee finishes counting the votes. |
Eligibility to register attendance and vote |
| For inquiries, please contact the Investor Relations Department by phone number 0112219999 during the company’s official working hours or by the E-mail of the Investor Relations Department. |
Method of communication |
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