Arabian Cement Co. — AGM Information 2021

Mar 18, 2021

An invitation to attend the Ordinary General Assembly Meeting No.65 (The first meeting) of the Arabian Cement Company via electronic communication means

3010 · 18/03/2021 16:19:08 · Announcement #62306 · View on Saudi Exchange

An invitation to attend the Ordinary General Assembly Meeting No.65 (The first meeting) of the Arabian Cement Company via electronic communication means

Element List	Explanation
Introduction	The Board of Directors of Arabian Cement Company is pleased to invite the honorable shareholders to attend the 65th Ordinary General Assembly Meeting, via electronic communication means, which will be held, at 7 pm (19:00) on Sunday 29/08/1442H corresponding to 11/04/2021G, at the company's headquarters in Jeddah. This is within the framework of supporting the preventive and precautionary efforts and measures by the relevant health authorities to fight against the corona virus (COVID-19), and as an extension of the continuous efforts made by all government authorities in Saudi Arabia to take the necessary preventive measures to prevent its spread.
City and Location of the General Assembly's Meeting	Via electronic communication means at the company's headquarters in Jeddah.
URL for the Meeting Location	www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-04-11 Corresponding to 1442-08-29
Time of the General Assembly's Meeting	19:00
Attendance Eligibility	Each shareholder who is registered in the company’s shareholders ’register at a deposit center, at the end of the trading session preceding the general assembly meeting, has the right to attend the assembly meeting, according to the rules and regulations.
Quorum for Convening the General Assembly's Meeting	For this meeting to be held, in accordance with Article (37) of the company Articles of Association, the Ordinary General Assembly meeting will be valid if it is attended by shareholders who represent at least a 25% of the capital. If the required quorum for holding this meeting is not fulfilled, the second meeting will be held one hour after the end of the period specified for the first one, and the second meeting will be valid regardless of the number of shares represented in it.
General Assembly Meeting Agenda	1- Voting on the Board of Directors' report for the FY ending on December 31, 2020.

2- Voting on the company's auditor's report for the FY ending on December 31, 2020.

3- Voting on the company's financial statements for the FY ending on December 31, 2020G.

4- Voting on appointing an auditor for the company from among the nominees based on the Audit Committee's recommendation; in order to examine, review, audit the financial statements for the second, third, fourth quarters and annual of the FY 2021G and the first quarter of the fiscal year 2022G, and to approve their fees of for their work.

5- Voting on disbursing 2 million SAR as a remuneration to the Board of Directors for the FY ending on December 31, 2020.

6-Voting on absolving the Board members from liabilities for their activities pertain to management of the Company for the FY ending on 31 December 2020.

7- Voting on authorizing the Board of Directors to disburse interim dividends on a semiannual/ quarterly basis for the FY 2021.

8- Voting on the Board of Directors recommendation to disburse dividends to shareholders for the second half of 2020, in the amount of (SAR 1.25) per share, with a total amount of SAR (125) million (equivalent to 12.5% of the par value) in addition to amount disbursed for the first half of the year 2020 with a value of SAR (100) million. Accordingly, the total dividends distributed and proposed to be distributed for the year ending on December 31st, 2020 shall be SAR (225) million (equivalent to 22.5% of the par value) in the amount of SAR (2.25) per share, “provided that the remuneration eligibility is prioritized for the actual shareholders on the day of the Assembly and who are registered in the company's shareholders register at the Depository Center at the end of the second trading day following the due date"; The distribution date will be announced later.

9- Voting on the contracts and transactions concluded between the company and the Ready-Mix Concrete and Construction Supplies Company (RMCC) in Jordan, in which two Board members, Mr. Saud Abdulaziz Abdullah Al-Suleiman (Non-Executive Director) and Mr. Mutaz Kusai Hassan Al-Azzawi (Non-Executive Director), have an indirect interests therein, since they hold the post of RMCC Board members. It shall be noted that this transaction is in fact a cement procurement process and construction supplies conducted by RMCC through Qatrana Cement Company (i.e. subsidiary). The said transaction for the previous year, 2020 was valued at SAR 52, 4 million, taking into consideration that no preferential terms are applicable to this type of contracts. (Attached)

10- Approving to authorize the Board of Directors with the Shareholders General Assembly authority with rights mentioned in paragraph (1) of Article 71 of the Companies Law for one year from the date of approval of the Shareholders General Assembly or until the end of the session of the authorized the Board of Directors, whichever is earlier, in accordance with the conditions mentioned in the regulatory controls and procedures issued in implementation of the Companies Law for Listed Joint Stock Companies. Proxy Form E-Vote The honorable shareholders could review and vote on the entire Articles of the Assembly remotely, noting that the automatic voting will start at 10 Am on Wednesday 25/08/1442H corresponding to 07/04/2020 Until the end of the Assembly period, as of the day of the Ordinary General Assembly, through (Tadawulaty) service available and free of charge to all shareholders provided by the Securities Depository Center Company (Depository Center) through visiting Tadawulaty website via the link https://www.tadawulaty.com.sa . Eligibility for Attendance Registration and Voting The right to attend the assembly meeting ends at the time of the assembly, and the right to vote on the assembly's items for the attendees ends when the counting committee finishes counting the votes. Method of Communication We would also like to draw the attention of the shareholders in case of any inquiries, to kindly contact Investor Relations at (0126948110) or via e-mail Investors.Relations@arabiancement.com.sa

Or write to the following address:

Arabian Cement Company (Investor Relations) National Address: 8605 King Abdulaziz Road - Al Nahda District - Jeddah 23523 Attached Documents  

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