Ataa Educational Co. — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

Ataa Educational Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

4292 · 23/12/2024 15:43:05 · Announcement #84308 · View on Saudi Exchange

Ataa Educational Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting)

Element List	Explanation
Introduction	The Board of Directors of Ataa Educational Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held, at exactly 06:30 pm on Monday 13-07-1446 AH corresponding to 13-01-2025 AD, via modern technology means
City and Location of the General Assembly's Meeting	Ataa’s Head Office at Riyadh, Al-Izdihar district via modern technology
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2025-01-13 Corresponding to 1446-07-13
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	As stated in Article 34 of the Company's Bylaws, an Extraordinary General Assembly meeting is valid only if attended by shareholders representing half of the company's capital. If this quorum is not met in the first meeting, a second meeting shall be convened one hour after the time scheduled for the first meeting. The second meeting is considered valid if attended by shareholders representing at least one-quarter of the company’s capital.
General Assembly Meeting Agenda	Agenda Item 1: Review and discuss the Board of Directors' report for the fiscal year ending on July 31, 2024.

Agenda Item 2: Vote on the company's auditor's report for the fiscal year ending on July 31, 2024, after discussion.

Agenda Item 3: Review and discuss the company's financial statements for the fiscal year ending on July 31, 2024.

Agenda Item 4: Vote to discharge the members of the Board of Directors from liability for the fiscal year ending on July 31, 2024.

Agenda Item 5: Vote on the Board of Directors' recommendation to distribute dividends to shareholders for the fiscal year ending on July 31, 2024, with a total value of SAR 52,609,019 (Fifty-Two Million, Six Hundred Nine Thousand, and Nineteen Saudi Riyals), equivalent to SAR 1.25 per share (One Saudi Riyal and Twenty-Five Halalas), representing 12.5% of the paid-up capital. Entitlement will be for shareholders owning shares by the end of trading on the date of the General Assembly meeting and registered in the company's shareholders register at the Securities Depository Center (Edaa) at the end of the second trading day following the entitlement date. The dividend distribution date will be announced later.

Agenda Item 6: Vote on the transactions and contracts conducted between the company and Dr. Ahmed bin Nasser Al-Muteb During the year ending July 31, 2024, in which Board Members Ms. Farah bint Ahmed Al-Muteb and Ms. Reem bint Ahmed Al-Muteb have an indirect interest. These contracts pertain to the leasing of Middle East complexes for a total value of SAR 12,638,000 without preferential conditions. (Attached)

Agenda Item 7: Vote on disbursing an amount of SAR 1,350,000 as remuneration for the Board members, at a rate of SAR 150,000 per member, for the fiscal year ending on July 31, 2024.

Agenda Item 8: Vote on appointing the company's auditor from among the nominees, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the second, third, and fourth quarters, and the annual financial statements for the fiscal year ending on July 31, 2025, as well as the first quarter of the fiscal year ending on July 31, 2026, and determine their fees.

Agenda Item 9: Vote on the election of Board members from among the candidates nominated for the upcoming three-year term starting on January 14, 2025 and ending on January 13, 2028. (CVs attached)

Agenda Item 10: Vote on amending the company's Articles of Association to align with the new Companies Law and renumbering the articles accordingly to reflect the proposed amendments. (Attached)

Agenda Item 11: Vote on amending Article (3) of the company's Articles of Association concerning the company's objectives. (Attached) Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Shareholders registered on the Tadawulaty Services website will be able to vote remotely on the General Assembly’s meeting agenda through the (Electronic Voting) service, which will start from Thursday morning (01:00 am) 09-07-1446 AH corresponding to 09-01-2025 AD, and end when the General assembly meeting ends. The registration and voting on the Tadawulaty platform is freely available for all shareholders by using the following link: www.tadawulaty.com.sa Details of the electronic voting on the Assembly’s agenda 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 in Case of Any Enquiries For inquiries, please contact the Investor Relations Department by phone number 0114563121 during the company's official working hours or by the E-mail of the Investor Relations Department. Attached Documents     

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