| ELEMENT | EXPLAINATION |
| Introduction | Saudi Cement Company held its 62nd ordinary general assembly meeting at 18:30 on Wednesday 25 Shaban 1442 corresponding to 07 April 2021. |
| City and Location of the General Assembly’s Meeting | Dammam City – On-Line via Tadawulaty Platform |
| Date of the General Assembly’s Meeting | 2021-04-07 Corresponding to 1442-08-25 |
| Time of the General Assembly’s Meeting | 18:30 |
| Percentage of Attending Shareholders | 34.17% |
| Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees | 1. Mr. Khaled Abdulrahman Al-Rajhi (Chairman of the Board of Directors).
2. Mr. Mohamed Abdulkarim Al-Khereji (Vice Chairman) 3. Dr. Mohammad Sulaiman Balghonaim. 4. Mr. Khaled Abdulrahman Al-Abdulkarim 5. Mr. Amin Mousa Al-Afifi 6. Mr. Hamad Abdullah Al-Olyan 7. Dr. Abdulrahman Suleiman Al-Rajhi 8. Mr. Mubarak Jaber Al-Mohaimeed 9. Mr. Mohammed Ali Al-Garni (CEO) 10. Mr. Saleh Mohammed Al-Muhanna 11. Ms. Hala Walid Al-Juffali |
| Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Members of such Committees Attending on Their Behalf | 1. Mr. Khaled Abdulrahman Al-Rajhi (Chairman of Executive Committee).
2. Mr. Hamad Abdullah Al-Olyan (Chairman of Audit Committee) 3. Ms. Hala Walid Al-Juffali (Chairman of Remuneration and Nomination Committee) |
| 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 2020.
2. Approval of the Consolidated Financial Statements for the year ended on 31 December 2020 3. Approval of the External Auditors report for the year ended on 31 December 2020. 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 2020. 5. Approval of appointing Dr.Mohammed Al-Amri & Co. – BDO 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, annual of the year 2021 and the first quarter of the year 2022, 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 year 2020, (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 2020, 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 19 April 2021. 8. Approval of the disbursement of SAR 5,089,304 (Five million eighty – nine thousand three hundred and four) as remuneration to the board members for the fiscal year of 2020. 9. Approval of the business and contracts that will be concluded between the company and United Cement Company, which is the member of the Board of Directors and CEO, Mr. Mohammad bin Ali Al-Garni, and the member of the Board of Directors, Mr. Hamad bin Abdullah Al-Olayan, have an indirect interest in (related parties) and authorize it for a coming year, noting that the amount of the transaction for the year 2020 amounted to 51,879,804 Saudi riyals, which is the sale of cement to United Cement Company, 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 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 2020 amounted to 28,741,588 Saudi riyals, which is the purchase of empty cement bags, and there are no preferential terms for this type of contract . 11. 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 2020 amounted to 6,867,093 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. 12. Approval of authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2021. 13. Approval of the Board of Directors’ resolution to appoint Mr. Saleh Mohammed Al Mohana as an Independent member in the Company’s Board of Directors, effective from 01 June 2020 until the end of the current board term on 31 December 2021, in replacement of Mr. Ahmad Mohammed Al Omran. |
| Additional Information | The company also clarifies that the second half of 2020 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. |