Saudi Cement

• Mr. Mohammed Abdulkarim AlKhereiji (Vice Chairman).

• Mr. Khalid Abdulrahman AlAbdulkarim.

• Mr. Amin Musa Al-Afifi.

• Mr. Hamad Abdulla AlOlayan.

• Dr. Abdelrahman Suleiman Al-Rajhi.

• Mr. Mubarak Jaber AlMuhimead.

• Mr. Mohammed Ali Al-Garni (CEO).

• Mr. Mansour Mohammed Balghonaim.

• Mr. Saleh Mohammed AlMohana.

• Mr. Abdulaziz Hatem AlJuffali.

(Mr. Khaled Abdulrahman Al-Rajhi)

• Chairman of Audit Committee:

(Mr. Hamad Abdullah AlOlayan)

• Chairman of Remuneration and Nomination Committee:

(Mr. Abdulaziz Hatem AlJuffali)

2. Viewed and discussed the Consolidated Financial Statements for the fiscal year ended on 31 December 2023.

3. Approval of the External Auditors report for the year ended on 31 December 2023.

4. Approval of the release of Board of Directors members from liabilities for their management of the company during the financial year ended on 31 December 2023.

5. Approval of appointing KPMG for Professional Service Co (KPMG) as the company’s auditor from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second & third quarters, fiscal year of 2024 and the first quarter of the year 2025, with a fee of 600,000 riyals.

6. Approval of the Board of Director’s recommendation to distribute cash dividends to the shareholders for second half of 2023, at (1) Riyals per share which is equivalent to (10 %) of the company’s share capital with a total amount of (153) million riyals provided the eligibility for dividend will be to the company’s shareholders who own the shares at the end of the day of general assembly and who are registered in the Company’s shareholders register at Securities Depository Centre (Edaa) by the end of the second trading day following the entitlement date, and The distribution date will be at 08-05-2024 corresponding to 29-10-1445.

7. Approval of disbursement of SAR 5,237,473 (Five million two hundred and thirty-seven thousand four hundred and seventy-three Saudi riyals) as remuneration to the board members for the fiscal year of 2023.

8. Approval of the business and contracts that will be concluded between the company and Cement Industry Products Company Ltd., which is the member of the Board of Directors and CEO , Mr. Mohammad bin Ali Al-Garni, has an indirect interest in (related party), noting that the amount of the transaction for the year 2023 amounted to 44,105,490 Saudi riyals, which is the purchase of empty cement bags, and there are no preferential terms for this type of contract.

9. Approval of the business and contracts that will be concluded between the company and Wataniya Insurance Company, which is the member of the Board of Directors Mr. Amin bin Musa Al-Afifi has an indirect interest in (related party), noting that the amount of the transaction for the year 2023 amounted to 8,202,518 Saudi riyals, which is an insurance coverage of the company’s property except for medical insurance, there are no preferential terms for this type of contract.

10. Approval of authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2024.

11. Approval of authorizing the Board of Directors with the powers of the Ordinary General Assembly, with the permission mentioned in clause (1) of Article 27 of the Companies law, for a period of one year from the date of approval by the General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the conditions stipulated in the executive regulations of the companies law for listed joint stock companies.

12. Approval on authorizing the Board of Directors with the powers of the Ordinary General Assembly, with the permission mentioned in clause (2) of Article 27 of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the provisions of the Companies Law and its executive regulations for listed joint stock companies, and the competitive business and activities mentioned in the Regulations on Competitive Activity Standards.

13. Approval on the amendment of the Nomination and Remuneration Committee Regulations.

14. Approval on the amendment of the Regulations on Remuneration of the Members of the Board of Directors, Its Committees and the Executive Management

15. Approval on transferring the statutory reserve balance of SAR 459 million as stated in the financial statements for the year ended 31 December 2023 to the balance of retained earnings.