|Introduction||Saudi Cement Company held its 64th ordinary general assembly meeting at 10:30 pm on Sunday 09 Ramadan 1443 corresponding to 10 April 2022.|
|City and Location of the General Assembly’s Meeting||Saudi Cement Company Headquarter, Dammam City. Online via Tadawulaty platform.|
|Date of the General Assembly’s Meeting||2022-04-10 Corresponding to 1443-09-09|
|Time of the General Assembly’s Meeting||22:30|
|Percentage of Attending Shareholders||35.37%|
|Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees||1. Mr. Khalid Abdulrahman AlRajhi (Chairman of the Board of Directors).
2. Mr. Mohammed Abdulkarim AlKhereiji (Vice Chairman)
3. Mr. Khalid Abdulrahman AlAbdulkarim
4. Mr. Amin Musa AlAfifi
5. Mr. Hamad Abdulla AlOlayan
6. Dr. Abdelrahman Suleiman AlRajhi
7. Mr. Mubarak Jaber AlMuhimead
8. Mr. Mohammed Ali AlGarni (CEO)
9. Mr. Mansour Mohammed Balghonaim.
10. Mr. Saleh Mohammed AlMohana
11. Ms. Hala Walid AlJuffali
|Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Members of such Committees Attending on Their Behalf||Chairman of Executive Committee: Mr. Khalid Abdulrahman AlRajhi
Chairman of Audit Committee: Mr. Hamad Abdulla AlOlayan
Chairman of Remuneration and Nomination Committee: Ms. Hala Walid AlJuffali
|Voting Results on the Items of the General Assembly’s Meeting Agenda’s||1. Approval of the Board of directors’ report for the year ended 31 December 2021.
2. Approval of the Consolidated Financial Statements for the fiscal year ended on 31 December 2021
3. Approval of the External Auditors report for the year ended on 31 December 2021.
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 2021.
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 2022 and the first quarter of the year 2023, and determining their fees.
6. Approval of the board resolution in regards of the distributed cash dividend to the shareholders for the first half of the fiscal year 2021, (SAR 1.5) per share representing (15%) of the share nominal value with total amount of SAR 229.5 million.
7. Approval of the Board of Director’s recommendation to distribute cash dividends to the shareholders for second half of 2021, at (2) Riyals per share which is equivalent to (20%) of the company’s share capital with a total amount of (306) million riyals Provided that the entitlement to dividends is for shareholders holding the shares by the end of the trading day of the assembly date who are registered in the Company’s shareholders registry held by the Securities Depository Centre Company (Edaa) at the end of the second trading day following the entitlement date, and The distribution date will be at 20 April 2022
8. Approval of the disbursement of SAR 5,208,960 (Five million two hundred and eight thousand nine hundred sixty Saudi riyals) as remuneration to the board members for the fiscal year of 2021.
9. 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) and authorize it for a coming year, noting that the amount of the transaction for the year 2021 amounted to 33,941,039 Saudi riyals, which is the purchase of empty cement bags, and there are no preferential terms for this type of contract.
10. 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) and authorize it for a coming year, noting that the amount of the transaction for the year 2021 amounted to 8,264,766 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.
11. Approval of authorizing the Board of Directors to distribute interim cash dividends to the shareholders on semi-annual or quarterly basis for the financial year 2022.
12. Approval of the Criteria of involvement of Company’s Board Member in Competitive Activity of the Company.
13. Approval on amendment of the Standards and Procedures Regulating the Board Membership.
|Additional Information||The company also clarifies that the second half of 2021 dividends distribution will be disbursed by Riyad Bank by direct transfer to the bank accounts linked to the investment portfolios of the shareholders who hold the portfolios, and by disbursing in cash to the shareholders who hold certificates upon presenting the national ID to any of the branches of Riyad Bank.|