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National Company for Learning and Education Announces the Results of the Ordinary General Assembly Meeting, (First Meeting)

Element ListExplanation
Introduction National Company for Learning & Education (NCLE) announces the results of the Ordinary General Assembly meeting (First Meeting) which held after the quorum was secured
City and Location of the General Assembly's Meeting The General Assembly meeting was held remotely via modern technology
Date of the General Assembly's Meeting 2021-01-13 Corresponding to 1442-05-29
Time of the General Assembly's Meeting 18:30
Percentage of Attending Shareholders %72.9
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees All Board Members attended the meeting as follows:

-MR Khaled bin Mohammed Al Khudair ( Chairman of tha Board )

-MR Ibrahim bin Abdel Rahman Alderei ( Vice Chairman )

-MR Abdullaziz bin Hamoud Al-Thiab ( Board Member )

- MR Abdullaziz bin Mohammed Al-Swailem( Board Member )

-MR Ibrahim bin Ali AlAboudi ( Board Member )

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf All Audit Committee members attend the meeting:

- MR. Saad bin Saleh Al Sabti (Chairman of Audit Committee)

-MR Mohammed bin Farhan bin Nader (Member of Audit Committee)

-MR Abdullaziz bin Mohammed Al-Swailem (Member of Audit Committee and Board Member)

All Nomination and Remuneration Committee members attend the meeting:

- MR Abdullaziz bin Hamoud Al-Thiab

(Charmin of Nomination and Remuneration committee and Board Member)

-MR Khaled bin Mohammed Al Khudair ( Nomination and Remuneration Committee Member and Chairman of the Board)

- MR Ibrahim bin Ali AlAboudi

(Nomination and Remuneration Committee Member and Board Member)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- Approving the Board of Directors’ Report for the fiscal year ended 31 August 2020 G.

2- Approving the Company’s Auditor’s Report for the fiscal year ended 31 August 2020 G.

3-Approving the financial statements for the fiscal year ended 31 August 2020 G.

4-Approving to appoint KPMG Al Fozan & Partners as the Company’s auditor among the candidates 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.

5-Approving 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 will be starting from Sunday corresponding to 24 -01-2021

6-Approving 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, and they are:

1) MR Khaled bin Mohammed Al Khudair

2) MR Ibrahim bin Abdel Rahman Alderei

3) MR Abdullaziz bin Hamoud Al-Thiab

4) MR Abdullaziz bin Mohammed Al-Swailem

5) MR Saad bin Abdulaziz Al -Hoqail

6) Mrs. Nawal bin Mohammed Al-Ghunaiman(Representative of the Public Pension Agency)

7-Approved 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, and they are: -

1) Mohammed Bin Farhan Bin Nader

2) Khaled Bin Saad Al Sabti

3) Abdullaziz bin Mohammed Al-Swailem

8-Approving the discharge of the Board of Directors’ member’s liability for the fiscal year ended 31/08/2020 G.

9-Approving 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-Approving 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- Approving 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

The Capital Market Authority and the Saudi Stock 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.

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