|Saudi Cement Company announces the results of the 65th ordinary general assembly meeting held at 10:30 pm on Thursday 22 Ramadan 1444 corresponding to 13 April 2023.
|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
|2023-04-13 Corresponding to 1444-09-22
|Time of the General Assembly’s Meeting
|Percentage of Attending Shareholders
|Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees
|Mr. Khalid Abdulrahman AlRajhi (Chairman of the Board of Directors).
Mr. Mohammed Abdulkarim AlKhereiji (Vice Chairman).
Mr. Khalid Abdulrahman AlAbdulkarim.
Mr. Amin Musa Al-Afifi.
Mr. Hamad Abdulla AlOlayan.
Dr. Abdelrahman Suleiman AlRajhi.
Mr. Mubarak Jaber AlMuhimead.
Mr. Mohammed Ali AlGarni (CEO).
Mr. Mansour Mohammed Balghonaim.
Mr. Saleh Mohammed AlMohana.
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. Khaled Abdulrahman AlRajhi
Chairman of Audit Committee: Mr. Hamad Abdullah 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. Viewed and discussed the Board of directors’ report for the year ended 31 December 2022.
2. Viewed and discussed the Consolidated Financial Statements for the fiscal year ended on 31 December 2022.
3. Approval of the External Auditors report for the year ended on 31 December 2022.
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 2022.
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 2023 and the first quarter of the year 2024, 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 2022, (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 2022, at (1.75) Riyals per share which is equivalent to (17.5%) of the company’s share capital with a total amount of (267.75) million riyals provided the eligibility for dividend will be to Shareholders who own the shares at the end of trading day on the day of general assembly and who are registered in the Company’s shareholders register at Securities Depository Center (Edaa) by the end of the second trading day following the entitlement date, and The distribution date will be at 07-05-2023 corresponding to 17-10-1444.
8. Approval of the disbursement of SAR 5,344,240 (Five million three hundred and forty-four thousand two hundred and forty Saudi riyals) as remuneration to the board members for the fiscal year of 2022.
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, noting that the amount of the transaction for the year 2022 amounted to 46,036,317 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), noting that the amount of the transaction for the year 2022 amounted to 7,572,107 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 biannual or quarterly basis for the financial year 2023.
12. Approval on amendment of the Regulations on Competitive Activity Standards.
13. 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.
14. 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.
|The company also clarifies that the second half of 2022 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.