|Introduction||The Board of Directors of Saudi Cement Company would like to invite its shareholders to attend the Ordinary 64th General Assembly meeting (the first meeting), which is scheduled to be held at 10:30 PM in the evening on Sunday 09 / 09 / 1443 AH corresponding to 10 / 04 / 2022 G, via Tadawulaty Platform (http://tadawulaty.com.sa), in order to protect the health of all participants within the framework of the preventive and precautionary efforts and measures put by the relevant health authorities to address the emerging coronavirus (COVID-19) and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.|
|City and Location of the General Assembly’s Meeting||On-Line via Tadawulaty Platform.|
|URL for the Meeting Location||www.tadawulaty.com.sa|
|Date of the General Assembly’s Meeting||2022-04-10 Corresponding to 1443-09-09|
|Time of the General Assembly’s Meeting||22:30|
|Attendance Eligibility||Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations|
|Quorum for Convening the General Assembly’s Meeting||The General Assembly meeting shall be valid if attended by shareholders representing at least one-fourth of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented.|
|General Assembly Meeting Agenda||1. Vote to approve the Board of directors’ report for the year ended 31 December 2021.
2. Vote to approve the Consolidated Financial Statements for the fiscal year ended on 31 December 2021.
3. Vote to approve the External Auditors report for the year ended on 31 December 2021.
4. Vote on the discharge of Board of Directors members from liabilities for their management of the company during the financial year ended 31 December 2021.
5. vote on appointing an external auditor for the company among the nominees based on the recommendation of the Audit committee to review and audit the second and third quarters and yearend of 2022, in addition to first quarter of 2023 financial statements and determine their fees.
6. Vote on 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. (Attached)
7. Vote on 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 20/04/2022.
8. Vote on 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. Vote on 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 . (attached)
10. Vote on 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. (attached)
11. vote on authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2022.
12. Vote on Regulating Procedures and Criteria of involvement of Company’s Board Member in Competitive Activity of the Company. (Attached)
13. Vote on amendment of the Standards and Procedures Regulating the Board Membership (Attached).
|E-Vote||The company assures to all of its shareholders that registration and voting are limited to the assembly’s items through (electronic voting), which will be available to shareholders registered on the Tadawulaty Platform from 10:00 am in the morning on Wednesday 05 Ramadan 1443 (April 06, 2022) until the end of convening time of the assembly, noting that registration and voting in Tadawulaty, is available free of charge to all shareholders using the following link (http://tadawulaty.com.sa)|
|Eligibility for Attendance Registration and Voting||Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes|
|Method of Communication||For Any questions or quires should by calling the Shareholder Relationships during business hours from 07:00 am to 03:00 pm. Working hours in Ramadan start from 9:00 a.m. to 3:00 p.m. at:
Fax No: 0138343091