On March 20, GA of Yamama Cement discusses BOD recommendation to distribute SAR 202.5 mln cash dividends of 2022

The Board of Directors of Yamama Cement Company invited the shareholders to participate and vote on the items of the company’s Fifty-fifth ordinary general assembly meeting (first meeting), which will be conducted virtually via Tadawulaty Platform, which holding on 20/03/2023.

General Assembly Meeting Agenda:

1. Viewing and discussing the Board of Directors’ report for the fiscal year ending on 31-12-2022.

2. Viewing and discussing the financial statements for the fiscal year ending on 31-12-2022.

3. Voting and discuss the auditor’s report for the fiscal year ending on 31-12-2022.

4. Voting to absolve the members of the Board of Directors from liability for the fiscal year ending on 31-12-2022.

5. Voting on appointing the company’s auditor from among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the financial statements for the (second, third and annual) quarters of the fiscal year 2023, and the first quarter of the fiscal year 2024, and determine his fees.

6. Voting on the Board of Directors’ recommendation to distribute cash dividends in the amount of 202,500,000 Saudi riyals to shareholders for the fiscal year ending on December 31, 2022, at 1.00 riyals per share, which represents 10% of the nominal value of one share, provided that the eligibility is for shareholders who own shares at the end of the trading day The meeting of the General Assembly and those registered in the company’s shareholder register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the due date, and the dividend distribution date will be announced later.

7. Voting on the business and contracts that were concluded between the company and the Yemeni-Saudi company, in which the Vice-Chairman of the Board of Directors, Prince Nayef bin Sultan bin Muhammad bin Saud Al-Kabeer, has an indirect interest, it is a guarding fee for the factory located in Yemen during the year 2022 and there are no preferential conditions, in the amount of 199 thousand riyals. (attached)

8. Voting on the business and contracts concluded between the company and the Arabian Shield Cooperative Insurance Company, in which the Vice-Chairman of the Board of Directors, Prince Nayef bin Sultan bin Muhammad bin Saud Al-Kabeer, and a member of the Board of Directors, Eng. Abdullah bin Abdulrahman Al-Obaikan, has an indirect interest. It is a cooperative insurance during the year 2022, and there are no preferential conditions, with an amount of 16,299 thousand riyals. (attached)

9. Voting on the business and contracts concluded between the company and the Saudi Mobile Telecommunications Company “Zain”, in which the Vice-Chairman of the Board of Directors, Prince Nayef bin Sultan bin Muhammad bin Saud Al-Kabeer, has an indirect interest, which is the provision of telecommunications services during the year 2022 and there are no preferential conditions, In the amount of 2,288 thousand riyals. (attached)

10. Voting on the business and contracts concluded between the company and Al-Obaikan Digital Solutions Company (shamel), in which a member of the Board of Directors, Eng. Abdullah bin Abdulrahman Al-Obeikan, has a direct interest, which is the development of procurement services during the year 2022, and there are no preferential conditions, at an amount of 747 thousand riyals. (attached)

11. Voting on the business and contracts concluded between the company and Sahl Al-Madar Trading Company, in which a member of the Board of Directors, Eng. Abdullah bin Abdulrahman Al-Obeikan, has a direct interest, which is the development of logistical services during the year 2022, and there are no preferential conditions, in the amount of 1,085 thousand riyals. (attached)

12. Voting on the business and contracts concluded between the company and Al-Rajhi Bank, in which a member of the Board of Directors, Eng. Faisal bin Sulaiman Al-Rajhi, has an indirect interest, which is an investment in sukuk during the year 2022, and there are no preferential conditions, in the amount of 15,000 thousand riyals. (attached)

13. Voting on the business and contracts concluded between the company and the Cement Industry Products Company. The CEO, Mr. Jihad bin Abdulaziz Al-Rasheed, has an indirect interest in it, which is the sale of bags of cement during the year 2022, and there are no preferential conditions, at an amount of 33,591 thousand riyals. (attached)

14. Voting on disbursing an amount of 1,400 thousand riyals as a reward for the members of the Board of Directors for the fiscal year ending on 31-12-2022.

15. Voting on amending membership policies, standards, and procedures. (attached)

16. Voting on amending the policy for remuneration of the Board of Directors, its committees, and the executive management. (attached)

Each shareholder registered in the company’s shareholder register at the Depository Center at the end of the trading session preceding the meeting of the General Assembly has the right to attend the meeting of the Assembly according to the rules and regulations.

The meeting of the Ordinary General Assembly shall be valid if attended by shareholders representing a quarter of the company’s capital. If the necessary quorum for holding this meeting is not available, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting shall be valid regardless of the number of shares represented in it.

Shareholders registered in Tadawulaty services can vote remotely electronically on the items of the assembly, starting from 01:00 AM on Thursday morning, March 16, 2023 until the end of the time of the assembly. Registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link: http://www.tadawulaty.com.sa

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.