Al Jouf Cement Co. — Proxy Solicitation & Information Statement 2023

May 17, 2023

Al-Jouf Cement Company announces inviting its shareholders to attend the Extraordinary General Assembly meeting (the first meeting) through modern technology

3091 · 17/05/2023 16:23:25 · Announcement #73713 · View on Saudi Exchange

Al-Jouf Cement Company announces inviting its shareholders to attend the Extraordinary General Assembly meeting (the first meeting) through modern technology

Element List	Explanation
Introduction	The Board of Directors of Al-Jouf Cement Company is pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held through modern technology, God willing, at exactly 18:45 on Wednesday 18/11/1444 AH corresponding to 07/06/2023 M.
City and Location of the General Assembly's Meeting	The company's main headquarters is in Riyadh.
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2023-06-07 Corresponding to 1444-11-18
Time of the General Assembly's Meeting	18:45
Attendance Eligibility	Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors.
Quorum for Convening the General Assembly's Meeting	The Extraordinary General Assembly meeting shall be held in the presence of shareholders representing at least half (50%) of the Company's capital. In case of non-completion of the quorum at this meeting, a second meeting shall be held within one hour of the scheduled time for the first meeting, and the second meeting shall be valid if attended by shareholders representing at least quarter (25%) of the Company's capital.
General Assembly Meeting Agenda	1- Reviewing the report of the Board of Directors for the fiscal year ending on 31/12/2022 AD, and discussing it.

2- Voting on the auditor's report for the fiscal year ending on 31/12/2022 AD.

3- View the financial statements for the fiscal year ending on 31/12/2022 AD, and discuss them.

4-To vote on appointing the auditor of the company 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, fourth and annual quarters of the fiscal year 2023 AD and the first quarter of the fiscal year 2024 AD and determine his fees.

5-To vote on delegating the Board of Directors with the powers of the Ordinary General Assembly, with the license mentioned in Paragraph (1) of Article 27 of the Companies Law, for a period of one year from the date of approval of 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. The corporate system for listed joint stock companies.

6- To vote on the decision of the Board of Directors to appoint (Engineer Ahmed bin Muhammad Al-Falih) as an (independent) member of the Board of Directors, starting from the date of his appointment on August 15, 2022 AD to complete the session of the Board until the end date of the current session on August 5, 2023 AD, to succeed the previous member (Mr. Saad bin Ammash Al-Shammari). independent member). (CV attached)

7-To vote on the decision of the Board of Directors to appoint (Mr. Saud bin Abdullah Al-Bawardi) as an (independent) member of the Board of Directors, starting from the date of his appointment on September 1, 2022 AD to complete the session of the Board until the end date of the current session on August 5, 2023 AD, to succeed the previous member (Mr. Talal bin Othman Al-Muammar - independent member). (CV attached)

8- To vote on the appointment of (Mr. Saud bin Abdullah Al Bawardi - independent member) as a member of the Audit Committee until the end of the current committee term on August 5, 2023 AD, (CV attached)

9-To vote on amending the company's bylaws in line with the new companies' bylaws. (attached)

10- To vote on amending the corporate governance regulations (attached).

11-To vote on amending the policies, standards and procedures of Board membership (attached).

12- To vote on amending the remuneration policy for the Board, its committees and the executive management (attached).

13-To vote on amending the Audit Committee’s work regulations (attached).

14- To vote on amending the work regulations of the Remuneration and Nominations Committee. (attached) Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) Shareholders registered in Tadawulaty services can vote remotely electronically on the items of the Assembly, starting from 1 am on Saturday 14-11-1444 AH corresponding to 03-06-2023 AD until the end of the assembly time. Registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the link Next: www.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 In the event of an inquiry, we hope to contact the Shareholders Relations Department:

phone number. 0112000388

Mobile number: 0500037742

E-mail

investor.relationship@joufcem.com.sa Attached Documents              

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.