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The Board of Directors of Al Khaleej Training and Education Company are pleased to invite its valued shareholders to attend the Annual General Assembly meeting (first meeting)

The Board of Directors of Al Khaleej Training and Education Company are pleased to invite its valued shareholders to attend the Annual General Assembly meeting (first meeting)

ELEMENT LIST EXPLANATION
Introduction The Board of Directors of Alkhaleej Training and Education Company are pleased to invite its valued shareholders to attend the annual general assembly meeting (the first meeting), which will be held, at 11:00 pm on Tuesday 12/09/1441 AH (according to Umm Al-Qura calendar) corresponding to 05/05/2020 AD in the city Riyadh through using the virtual technology the Tadawulaty System, based on the circular of the Capital Market Authority to conduct the holding of the general assembly meetings of joint stock listed companies via the virtual technology means remotely and using virtual conferencing tools.This is in order to ensure the safety of the health of the relevant dealers of financial market. Moreover, this will support the precautionary measures issued by the relevant healthcare authorities & the government agencies of the kingdom to combat the new Corona virus (COVID-19).
City and Location of the General Assembly’s Meeting The company’s headquarter is located on Street No. 64, East of Al Olaya Street, Building No. 9, Al Olaya District, Riyadh
URL for the Meeting Location https://bit.ly/2E701x2
Date of the General Assembly’s Meeting 2020-05-05 Corresponding to 1441-09-12
Time of the General Assembly’s Meeting 23:00
Attendance Eligibility Each shareholder registered in the company’s shareholder register with the depository center at the end of the trading session preceding the meeting of the association has the right to register the electronic attendance and vote using the deliberative system in the assembly meeting according to the rules and regulations
Quorum for Convening the General Assembly’s Meeting In accordance with the text of Article (33) of the articles of association of the company, it is a prerequisite that the holding of this ordinary general assembly is attended by a number of shareholders representing (25%) of the company’s capital, at least, and if this quorum is not available in the first meeting, the second meeting will be held an hour after the end of The period specified for the first meeting will be held, and the second meeting will be valid for any shareholder present, regardless of the number of shares represented.
General Assembly Meeting Agenda 1. To vote on the financial statements reports of the company for the fiscal year ending on 31-12-2019.2. To vote on the auditor’s report of the company for the financial year ending on 12-31-2019.

3. To vote on the Company’s board of director’s report for the fiscal year ending on 12-31-2019.

4. To vote on appointing the company’s auditor amongst the auditing firms recommended by the audit committee for reviewing & auditing of the quarterly financial statements (second, third, fourth quarter & annual 2020) and the first quarter of fiscal year 2021 and determine its fees.

5. Voting on the recommendation of the Board to distribute cash dividends to shareholders for the fiscal year ending December 31, 2019 at (0.25) quarter riyals per share, which equates to (2.5%) of the nominal value per share, with a total amount of (11,250,000) Eleven million, two hundred and fifty thousand riyals, provided that the shareholders who own the shares at the day of the meeting of the general assembly and are registered in the company’s shareholders ’register at the Depository Center at the end of the following trading day of the date of the general assembly meeting while the date of the distribution of profits will be announced later.

6. Vote to absolve the members of the company’s board of directors from their liability for the fiscal year ending on December 31, 2019.

7. Voting on the disbursement of (SAR 900,000) nine hundred thousand Riyal as a bonus for the members of the company’s board of directors for the fiscal year ending on 12-31-2019, at the rate of (SAR 100,000) one hundred thousand Riyal for each board member and (SAR 200,000) two hundred thousand Riyal for the chairman of the board.

8. Voting on authorizing the company’s board of directors with the authority of the general assembly of shareholders with the license mentioned in paragraph (1) of Article 71 of the companies ’system, for a period of one year from the date of approval of the shareholders’ general assembly or until the end of the delegated board of directors session, whichever is earlier, as per the conditions stated In the rules and regulations issued by the Capital Market Authority for listed public companies.

9. Voting on the contract Will be done between Al-Khaleej Training and Education Company and Al-Khaleej Computer & Electronic Equipment for the members of the Board of Directors: Mr. Abdulaziz bin Hammad Al-Bulaihed (non-executive member), and Mr. Abdulaziz bin Rashid Al-Rashed (non-executive member) and Mr. Ahmed bin Ali Al-Shadwi (non-executive member), and Mr. Ahmed bin Muhammad Al-Sari (non-executive member) an indirect interest in it (related parties), and the nature of transactions is a rental contract for offices with a total area of (1,366) One thousand three hundred and sixty-six square meters from the Alkhaleej Training and Education Company. The value of the contract is

(SAR 1,366,000) One Million Three Hundred and Sixty Six Thousand Riyals annually with duration of three years.

The value of transaction for the year 2019 amounted to (SAR 1,366,000) One Million Three Hundred and Sixty Six Thousand Riyals and the contract does not have any conditions or preferential benefits. (Attached)

10. Voting on the contract Will be done between Al-Khaleej Training and Education Company and Al-Falak Electronic Equipment and Supplies Company, which are for the members of the Board of Directors: Mr. Abdulaziz bin Hammad Al-Blaihed (non-executive member), Mr. Abdul Aziz bin Rashid Al-Rashed (non-executive member), Mr. Ahmed bin Ali Al-Shadwi (non-executive member), and Mr. Ahmed bin Muhammad Al-Sari (non-executive member) has an indirect interest in it (related parties), and the nature of transactions is a building lease contract for the Alkhaleej Training and Education Company with a total area of (4000) Four Thousand square meters with the value of (SAR 900,000) nine hundred thousand Riyals, the duration of the contract is seven (7) years. The value of transaction for the year 2019 is (SAR 900,000) nine hundred thousand Riyals and there are no preferential conditions or benefits in the contract. (Attached)

11. Voting on the contract Will be done between Al-Khaleej Training and Education Company and Al-Falak Electronic Equipment and Supplies Company, which are for the members of the Board of Directors: Mr. Abdulaziz bin Hammad Al-Bulaihed (non-executive member), and Mr. Abdul Aziz bin Rashid Al-Rashed (non-executive member) and Mr.: Ahmed bin Ali Al-Shadawi (non-executive member), and Mr. Ahmed bin Muhammad Al-Sari (non-executive member)) an indirect interest in it (related parties), and the nature of transactions is an agreement to provide consulting services from the company to Al-Falak Company in the field of employment, skilled recruitment and conducting training courses for employees to help them in doing their job assignments professionaly. The value of the contract is (SAR 1,500,000) one million and five hundred thousand Riyals annually and the duration of the contract is (1) years. The value of the transaction for the year 2019 is (SAR 1,500,000) one million five hundred thousand riyals and there are no preferential terms or conditions in the contract. (Attached)

12. Voting on contract Will be done between the Alkhaleej Training and Education company and Al-Falak Electronic Equipment and Supplies Company and that is for members of the Board of Directors: Mr. Abdulaziz bin Hammad Al-Bulaihed (non-executive member), and Mr. Abdul Aziz bin Rashid Al-Rashed (non-executive member), Mr. Ahmed bin Ali Al-Shadwi (non-executive member), Mr. Ahmed bin Muhammad Al-Sari (non-executive member) has an indirect interest in it (related parties). The nature of transactions is an agreement to purchase electronic equipments and products that the company needs from Al-Falak Electronic Equipment and Supplies Company, with a contract value of annually (SAR 1,000,000) One million Riyals. The value of the transaction for2019 is amounti

Proxy Form
E-Vote Based on the circular of the Capital Market Authority to content itself with holding the associations of joint-stock companies listed by means of modern technology remotely and suspending their contract in attendance until further notice, accordingly, it will be possible for the honorable shareholders registered in the deliberative services website to vote electronically remotely on the items of the association starting at ten o’clock in the morning Friday, 08/09/1441 AH corresponding to 01/05/2020 until the end of the assembly time from the day of the assembly meeting on Tuesday 12/09/1441 AH corresponding to 05/05/2020 AD,Accordingly, we invite all shareholders of the company to use electronic voting by remote, by visiting the website of my trading services through the following link:

https://tadawulaty.com.sa. Note that registration to the Tadawulati services and voting is freely available to all shareholders.

Eligibility for Attendance Registration and Voting The right to register to attend an association meeting expires at the time of the meeting of the association. Likewise, the right to vote on the assembly’s items to attendees ends when the counting committee finishes counting the votes.
Method of Communication For any further comments or information please contact our shareholder’s relationship department on phone number 0114623260 ext. 1593, or by e-mail:adel-amin@alkhaleej.com.sa
Additional Information All documents related to the above-mentioned association items are attached to the announcement.
Attached Documents

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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