Ataa Educational Co. — Capital/Financing Update 2021

Dec 14, 2021

Ataa Educational Co. Announces the Signing of an Agreement to Purchase Naba'a Educational Company by Increasing Capital through Issuing Shares for Naba'a Educational Company's Shareholders

4292 · 14/12/2021 09:09:36 · Announcement #65949 · View on Saudi Exchange

Ataa Educational Co. Announces the Signing of an Agreement to Purchase Naba'a Educational Company by Increasing Capital through Issuing Shares for Naba'a Educational Company's Shareholders

Element List	Explanation
Introduction	Ataa Educational Company announces that it has signed a shares purchase and sell agreement in Naba'a Educational Company between the shareholders of Naba'a Educational Company as the sellers and the Arabian Education and Training Group Holding Company (fully owned by Ataa Company) as the buyer and Ataa Educational Company as the issuer of the new shares.

The deal comes in the context of what was agreed upon between the parties in(Ataa Educational Company announces the latest developments regarding the signing of a binding memorandum of understanding (MoU) with the Arabian Education and Training Group Holding Co. in relation to the potential acquisition of the full shareholders' shares of the company). Date of Signing the Agreement 2021-12-13 Corresponding to 1443-05-09 Name of (the Acquired Company)/(Asset to be Purchased) Naba'a Educational Company Value of (The Company to be Acquired)/(The Asset to be Purchased) 92.012.582 Value of the listed company (2.572.000.000) Saudi Riyal based on the share price of (64.30) Saudi Riyal which is the price at the closing of the trading day of 13/12/2021. Capital before Increase 400.000.000 Number of Shares before Increase 40000000 Value of capital increase 2.087.215 shares Capital Increase Percentage (%) 4.96 % Capital After Increase 420.872.150 Number of Shares After Increase 42087215 Share Exchange Equation (Ratio) Based on the Number of (50.000) Shares desired to be acquired in Naba'a Educational Company, and based on the Number of New Shares that will be issued in the Company to the Selling Shareholders of Naba'a Company, the Share Swap Ratio is 41.7443 New Shares in the Company for every (1) Share owned in Naba'a Company by the Selling Shareholders of Naba'a. Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon After the completion of the acquisition, the voting power of the existing shareholders will decrease by 4.96%, and their ability to influence decisions that require the approval of the company's shareholders will decrease by this percentage. Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) 100 % Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) 4.96 % Additional Information or Substantial Conditions There are no fundamental conditions other than the prevailing market conditions Related Parties The transaction does not involve any related parties The expiry date of the agreement The agreement ends if (12) months passed from the date of its signing without closing or completing the deal (or any later date agreed upon between the two parties) Agreement Termination Terms This Agreement shall terminate and the transaction shall be deemed invalid and terminated in the following cases:

1. If all parties agree in writing to terminate it by mutual consent.

2. In the event that the regulatory authorities in the Kingdom do not agree to complete the transaction.

3. In the event that (12) months have passed since the date of signing the agreement without closing or completing the deal. Approvals The completion of this acquisition is subject to a number of preconditions, including:

1. Obtaining the approval of the Capital Market Authority regarding the Acquisition Deal and the Shareholders ’circular.

2. Obtaining the approval of the Capital Market (Tadawul) to List the New Shares resulting from the Capital Increase.

3. Obtaining the approval of the Extraordinary General Assembly of the Company, in accordance with the provisions of the Companies Law, the rules for offering securities and continuing obligations.

4. Obtaining an approval or no objection letter for the acquisition deal by the General Authority for Competition.

5. Obtaining any other necessary or appropriate approvals in relation to the acquisition deal.

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.