‎“Saudi Cement” GA to discuss BOD recommendation to ‎distribute SR267.7 mln dividends for H2, 2022‎

The Board of Directors of the Saudi Cement Company called on shareholders to attend the company’s 65th Ordinary General Assembly meeting to participate and vote, which will be held at 10:30 pm on Thursday (April 13, 2023) through modern technology.

Agenda:

– View and discuss the report of the Board of Directors for the year ending 12/31/2022.

– View and discuss the company’s financial statements for the fiscal year ending on 12/31/2022.

– Voting on the company’s auditor’s report for the fiscal year ending on 12/31/2022.

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

– To vote on appointing the company’s auditor from among the candidates based on the recommendation of the Audit Committee, in order 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 year 2024 and determine his fees.

– Voting on the Board of Directors’ decision regarding the distribution of cash dividends for the first half of the year 2022 at 1.5 riyals per share, or 15% of the capital, with a total amount of 229.5 million riyals.

– Voting on the Board of Directors’ recommendation to distribute cash dividends for the second half of the year 2022 at 1.75 riyals per share, or 17.5% of the capital, with a total amount of 267.75 million riyals, provided that the eligibility is for shareholders who own shares at the end of trading on the day of the General Assembly. And those registered in the company’s shareholder register with the Securities Depository Center Company (Depositary Center) at the end of the second trading day following the due date, provided that the dividend payment begins on Shawwal 17 1444 (May 07 2023).

– Voting on the disbursement of an amount of 5,344,240 riyals (five million, three hundred and forty-four thousand, two hundred and forty riyals) as a reward for the members of the Board of Directors for the fiscal year 2022.

– Voting on the business and contracts that will take place between the company and the Cement Industry Products Company Limited, in which a member of the Board of Directors and Chief Executive Officer, Mr. Muhammad bin Ali Al-Qarni, has an indirect interest in it (a related party), noting that the amount of the transaction for the year 2022 amounted to 46,036,317 riyals Saudi, which is the purchase of bags of cement, and there are no preferential terms on this type of contract

– Voting on the business and contracts that will take place between the company and the National Insurance Company, in which a member of the Board of Directors, Mr. Amin bin Musa Al-Afifi, has an indirect interest in it (a related party), noting that the amount of the transaction for the year 2022 amounted to 7,572,107 Saudi riyals, which is insurance. The company’s property except for medical insurance, and there are no preferential terms on this type of contract. (attached).

– Voting to authorize the Board of Directors to distribute interim profits on a semi-annual or quarterly basis for the fiscal year 2023.

Vote on amending the list of competition business standards

– To vote on delegating the Board of Directors with the powers of the Ordinary General Assembly, with the authorization contained in Paragraph (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 For the conditions stipulated in the executive regulations of the Companies Law for listed joint-stock companies.

– To vote on delegating the Board of Directors with the powers of the Ordinary General Assembly, with the authorization contained in Paragraph (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 in accordance with the competing businesses and activities mentioned in the Competitive Business Standards Regulation.

The meeting of the sixty-fifth Ordinary General Assembly shall be valid if attended by shareholders representing at least a quarter of the capital. In the event that the necessary quorum for the first meeting is not completed, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting will be valid regardless of the number of shares represented in it.