| Element List | Explanation |
|---|---|
| Introduction | Academy of Learning Co. Announces the Results of the Extraordinary General Assembly Meeting that Included the Approval of the Company's Capital Increase (First Meeting) |
| City and Location of the Extraordinary General Assembly's Meeting | Dammam City - the main headquarters - via modern technology. |
| Date of the Extraordinary General Assembly's Meeting | 2026-01-01 Corresponding to 1447-07-12 |
| Time of the General Assembly’s Meeting | 19:00 |
| Percentage of Attending Shareholders | 73.44% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following members of the Board of Directors attended the meeting: Mr. Khalid Mohammed Al-Ammar Mr. Nasir Abdulrahman Al Zamil Dr. Mohammed Abdullah Al-Ajlan Mr. Saadoun Khalid Al-Khaldi Mr. Hasan Mohammed Al-Shibli |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | The meeting was attended by the heads of the following committees: Head of the Audit Committee, Mr. Saadoun Khalid Al-Khaldi Head of the Remuneration and Nominations Committee, Mr. Nasir Abdulrahman Al Zamil Head of the Executive Committee and Investment Committee Mr.Khalid Mohammed Al-Ammar |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | 1/The Board of Directors' report for the financial year ended 30/06/2025 was reviewed and discussed. 2/ Approval of the auditor's report for the financial year ended 30/06/2025 after discussing it. 3/ The financial statements for the financial year ended 30/06/2025 were reviewed and discussed. 4/ Approval to appoint the office of Dr. Mohammed Al-Omari & Partners as the company’s auditor from among the candidates based on the recommendation of the Audit Committee, to examine and audit the financial statements for the fiscal year ending June 30, 2026 and the first half of the fiscal year 2027, with fees of (398,750) Saudi Riyals. 5/ Approved the recommendation of the Board of Directors to distribute cash dividends to the shareholders for the financial year ended 30 June 2025, with a total amount of SAR 9,000,000, at SAR (0.1) per share, representing (10%) of the nominal value of the share. The eligibility of dividends shall be for the shareholders who own the shares on the day of the Company's General Assembly (the due date), and who are registered in the Company's shareholders' register at the Depository Center at the end of the second trading day following the date of the General Assembly. The date of distribution of dividends shall commence within fifteen (15) working days from the due date specified in the resolution of the General Assembly. 6/ Approval on discharging the Board members from liability for the fiscal year ending 30/06/2025. 7/ Approval of authorizing the Board of Directors to distribute interim dividends on a semi/quarterly basis for the financial year ended 30 June 2026. 8/ Approval of authorizing the Board of Directors to authorize the Ordinary General Assembly with the license stipulated in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the Delegated Board of Directors, whichever is earlier, in accordance with the conditions set forth in the Executive Bylaws of the Companies Law for Listed Joint Stock Companies. 9/ Approval of the disbursement of SAR (230,000) bonus to the members of the Board of Directors for the year ending on 30/06/2025 10/ Approved the recommendation of the Board of Directors to increase the company's capital by distributing bonus shares to shareholders through the capitalization of (45,000,000) forty-five million Saudi riyals of retained profits, in accordance with the following: a. The Company's capital will be increased through the capitalization of SAR (45,000,000) of SAR 45 million of the retained profits, and the shareholders will be granted a share for each two shares owned by the shareholders. b. The company's capital before the increase is (90,000,000) ninety million Saudi riyals, and in the event of approval of the increase, it will become (135,000,000) one hundred and thirty-five million Saudi riyals, with an increase of (50%) c.The number of shares of the company before the increase is (90,000,000) ninety million shares, and after the increase it will become (135,000,000) one hundred and thirty-five million shares. d. The company aims to raise capital to focus on growth and expansion according to the company's strategic objectives, so it was recommended to capitalize a portion of the profits and distribute bonus shares in return. e.In the event of fractional shares, the fractions will be aggregated into one portfolio for all shareholders and sold at the market price, and their value will be distributed to the shareholders entitled to the grant, each according to his share, within a period not exceeding 30 days from the date of determining the shares due to each shareholder. f. Shareholders who own shares at the end of trading on the day of the Extraordinary General Assembly and who are registered in the Company's shareholders' register at the Securities Depository Center Company at the end of the second trading day following the maturity date. g. Approval of the amendment of Article (8) of the Company's Articles of Association relating to capital. H. Approval of the amendment of Article (9) of the Company's Articles of Association related to the subscription of shares. 11/ Approval of the amendment of the Corporate Governance Bylaws. 12/ Approval of the amendment of the Audit Committee's bylaws. 13/ Approval of the amendment of the Remuneration and Nominations Committee. 14/ Approval of the Investment Committee's Regulations. 15/ Approval of the Executive Committee's bylaws. 16/ Approval of the Rewards Policy. 17/ Approval of the Nomination Policy. 18/ Approval of the Dividend Distribution Policy. 19/ Approval of the adoption of the social responsibility policy. 20/ Approval of the Competition Regulations, Controls and Standards. 21/ Approve the Employee Shares Program and authorize the Board of Directors to determine the terms of the Employee Shares Program, including the allocation price for each share offered to employees, if it is for consideration. 22/ Approval of the Company's purchase of a number of its shares, up to a maximum of (800,000) shares, with the aim of allocating them to the Company's employees within the Employees' Shares Program, and the purchase will be financed from the Company's own resources, and authorizing the Board of Directors to complete the purchase process within a maximum period of eighteen months from the date of the Extraordinary General Assembly resolution, and the Company will retain the purchased shares for a period not exceeding 10 years from the date of the approval of the Extraordinary General Assembly at the latest until they are allocated to the eligible employees, and after the expiry of this period, it will be followed The Company has the procedures and controls stipulated in the relevant laws and regulations. |
| Additional Information | For more information or inquiries, please contact the Shareholders Relations via email investor.relations@aol.edu.sa |