Thursday, 20th March 2025

The Board of Directors of Saudi Cement Company Invites its Shareholders to Attend the Extraordinary General Assembly (First Meeting) Virtual Meeting.

Element List Explanation
Introduction The Board of Directors of Saudi Cement Company would like to invite its shareholders to attend the Extraordinary General Assembly meeting to participate and vote, which is scheduled to be held at 18:30 PM in the evening on Wednesday 02 / 11 / 1446 AH corresponding to 30/ 04 / 2025 G from the company’s headquarter in Dammam, Online via Tadawulaty Platform (https://login.tadawulaty.com.sa).
City and Location of the General Assembly’s Meeting On-Line via Tadawulaty Platform
Hyperlink of the Meeting Location Click Here
Date of the General Assembly’s Meeting 2025-04-30 Corresponding to 1446-11-02
Time of the General Assembly’s Meeting 18:30
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End 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 have the right to attend the assembly meeting as per Laws and Regulations. 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 Items of the Meeting’s Agenda Ends upon the Counting Committee Concludes Counting the Votes.
Quorum for Convening the General Assembly’s Meeting The Extraordinary General Assembly meeting shall be valid if attended by shareholders representing at least half 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 if attended by shareholders representing at least one-fourth of the Company’s capital.
General Assembly Meeting Agenda 1.View and discuss the Board of directors’ report for the year ended 31 December 2024.

2.View and discuss the Consolidated Financial Statements for the fiscal year ended on 31 December 2024.

3.Vote to approve the External Auditors report for the year ended on 31 December 2024 after discussing it.

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 2024.

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 2025, in addition to first quarter of 2026 financial statements and determine their fees.

6.Vote on the Board of Director’s recommendation to distribute cash dividends to the shareholders for second half of 2024, at (1.5) Riyals per share which is equivalent to (15 %) of the company’s share capital with a total amount of (229.5) 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 12-05-2025 corresponding to 14-11-1446.

7.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), noting that the amount of the transaction for the year 2024 amounted to 31,374,038 Saudi riyals, which is the purchase of empty cement bags, and there are no preferential terms for this type of contract . (attached)

8.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), noting that the amount of the transaction for the year 2024 amounted to 6,265,478 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)

9.Vote on authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2025.

10.Vote on 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.

11.Vote 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.(Attached)

12.Vote on amending Article (3) of the company’s bylaws related to the objectives of the company. (attached).

Proxy Form Click Here
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right Attending Shareholders have the right to inquire and discuss the topics on the agenda of the General Assembly.

Registered shareholders of Tadawulaty Platform can vote remotely via the following link:

(https://login.tadawulaty.com.sa)

Details of the electronic voting on the Assembly’s agenda Shareholders registered in Tadawulaty Platform can vote remotely on the meeting items starting from 01:00 am in the morning on Saturday 28 Shawwal 1446 (April 26, 2025) 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: https://login.tadawulaty.com.sa
Method of Communication in Case of Any Enquiries For Any questions or queries kindly contact the Shareholder Relationships during business hours from 07:00 am to 03:00 pm. During Ramadan working hours starts from 9:00 a.m. to 3:00 p.m. at:

0138358033 or

0539168715 or

IR@saudicement.com.sa

Additional Information The company requests from all shareholders that holds paper share certificates to update their data and to deposit the stock certificate in investment portfolios at any local bank and to ensure that their bank account numbers are linked with their investment portfolios to ensure that their due dividends are deposited directly into their bank accounts.
Attached Documents   Click Here

 

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