| 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 19:00 PM in the evening on Wednesday 15 / 10 / 1445 AH corresponding to 24/ 04 / 2024 G from the company’s headquarter in Dammam, Online via Tadawulaty Platform (http://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 | 2024-04-24 Corresponding to 1445-10-15 |
| Time of the General Assembly’s Meeting | 19:00 |
| 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 as per Laws and Regulations. Shareholders have the right to inquire and discuss the topics on the agenda of the General Assembly. |
| 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 2023.
2. View and discuss the Consolidated Financial Statements for the fiscal year ended on 31 December 2023. 3. Vote to approve the External Auditors report for the year ended on 31 December 2023 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 2023. 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 2024, in addition to first quarter of 2025 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 2023, at (1) Riyals per share which is equivalent to (10 %) of the company’s share capital with a total amount of (153) 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 08-05-2024 corresponding to 29-10-1445. 7. Vote on disbursement of SAR 5,237,473 (Five million two hundred and thirty-seven thousand four hundred and seventy-three Saudi riyals) as remuneration to the board members for the fiscal year of 2023. 8. 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 2023 amounted to 44,105,490 Saudi riyals, which is the purchase of empty cement bags, and there are no preferential terms for this type of contract . (attached) 9. 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 2023 amounted to8,202,518 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) 10. Vote on authorizing the Board of Directors to distribute interim cash dividends to the shareholders on biannual or quarterly basis for the financial year 2024. 11. 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. 12. 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) 13. Vote on the amendment of the Nomination and Remuneration Committee Regulations. (attached) 14. Vote on the amendment of the Regulations on Remuneration of the Members of the Board of Directors, Its Committees and the Executive Management (attached). 15. Vote on transferring the statutory reserve balance of SAR 459 million as stated in the financial statements for the year ended 31 December 2023 to the balance of retained earnings. |
| Proxy Form | Click here |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | 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.
Shareholders have the right to inquire and discuss the topics on the agenda of the General Assembly. |
| Details of the electronic voting on the Assembly’s agenda | 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 01:00 am in the morning on Saturday 11 Shawwal 1445 (April 20, 2024) 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) |
| Method of Communication in Case of Any Enquiries | For Any questions or quires 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 saudicement@saudicement.com.sa |
| Additional Information | The company requests from all valued shareholders to update their data 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 |