Najran Cement Co. — AGM Information 2021

Mar 10, 2021

Najran Cement Company invites its shareholders to attend the Ordinary General Assembly Meeting (First Meeting) by means of modern technology

3002 · 10/03/2021 09:02:46 · Announcement #62196 · View on Saudi Exchange

Najran Cement Company invites its shareholders to attend the Ordinary General Assembly Meeting (First Meeting) by means of modern technology

Element List	Explanation
Introduction	The Board of Directors of Najran Cement Company is pleased to invite the shareholders to attend the 16th Ordinary General Assembly meeting that will be held at 18.30 hours on Wednesday 31 March 2021G corresponding to 18 Shaban 1442H from Company’s Headquarters by using modern technology means, in order to ensure the safety of shareholders and within the support of preventive and precautionary efforts and measures by the competent health authorities in dealing with the Coronavirus (COVID-19), and as an extension of the continuous efforts made by the Government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.
City and Location of the General Assembly's Meeting	From Najran Cement Headquarters by using modern technology means (using Tadawulaty system only).
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-03-31 Corresponding to 1442-08-18
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	Each shareholder who is registered in the Company's shareholders register at the Depository Center at the end of the trading session preceding the assembly meeting has the right to register the electronic attendance and vote using Tadawulaty system at the assembly meeting, according to the rules and regulations. Note that the eligibility to register attendance at 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.
Quorum for Convening the General Assembly's Meeting	For this assembly to be valid, the attendance of shareholders representing at least a quarter of the Company's capital is required, and if the quorum required for holding the first 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 is valid regardless of the number of shares represented.
General Assembly Meeting Agenda	1. Voting on the Board of Directors' report for the fiscal year ended 31 December 2020 (attached).

2. Voting on the Auditor's report for the fiscal year ended 31 December 2020 (attached).

3. Voting on the financial statements for the fiscal year ended 31 December 2020 (attached).

4. Voting on absolving the Board members from liabilities for their activities pertain to management of the Company for the fiscal year ended 31 December 2020.

5. Voting on the appointment and determining fees of the external auditor for the Company from among the candidates on recommendation of the Audit Committee to examine, review and audit the Company’s financial statements for the second, third and annual of fiscal year 2021G and first quarter of fiscal year 2022.

6. Voting on the Board of Directors ’recommendation to distribute cash dividends for the second half of 2020 at the rate of 0.75 riyal per share, which represents 7.5% of the par value of the share with a total amount of 127.5 million riyals, provided the eligibility for dividend will be to Shareholders who own the shares on the day of Company’s general assembly and registered in the company’s shareholders register at Securities Depository Center by the end of the second trading day following the day of general assembly, thus the total dividends distributed and proposed to be distributed for the year 2020 is 1.5 riyals per share representing 15% of the nominal value of the share with a total amount of 255 million riyals, the date of dividend distribution will be announced later (attached).

7. Voting on the disbursement of an amount of SR 2,900,000 (Saudi Riyals two million nine hundred thousand only) as remuneration for the members of the Board of Directors at the rate of SR 300,000 (Saudi Riyals three hundred thousand only) for each member in addition to an additional remuneration of SR 200,000 (Saudi riyals two hundred thousand only) to the Chairman of the Board for the fiscal year ended on 31/12/2020 G.

8. Voting on the business and contracts that will be concluded between the Company and AMAK Mining Company in which the Chairman of the Board of Directors, Eng. Mohammed Aballala and a member of the Board of Directors, Engr. Ayman Shibl have a direct interest. These businesses and contracts are for sale of 5,000 tons bulk cement worth SAR 1,200,000 as per customer’s need with same conditions and prices that Company follows with its other customers (attached).

9. Voting on the business and contracts that will be concluded between the Company and Yaal Arabya Company for Industry, Commerce and Contracting Ltd, in which the member of the Board of Directors Mr. Ali Hussein Bin Berman Al-Yami has direct interest. These businesses and contracts are for sale of 30,000 tons bulk cement worth SAR 7,200,000 as per customer need with same conditions and prices that Company follows with its other customers (attached).

10. Voting the business and contracts concluded between the Company and Yaal Arabya Company for Industry, Commerce and Contracting Ltd. in which a member of the Board of Directors, Mr. Ali Hussein Bin Berman Al-Yami has a direct interest. These businesses and contracts were for sale of bulk cement during 2020 amounted to 740,000 Riyals according to the prevailing commercial conditions (attached).

11. Voting on delegation of powers to the Board of Directors as stipulated in Paragraph (1) of Article 71 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 regulatory rules and procedures issued pursuant to the Companies Law relating to listed Joint Stock Companies.

12. Voting on authorizing the Board of Directors to distribute interim dividends to shareholders on semi-annual or quarterly basis for the fiscal year 2021, and to determine the maturity and disbursement date as per the rules and regulations of the Company Law in line with Company’s financial position, cash flows, expansion and investment plans. Proxy Form E-Vote Shareholders who are registered in Tadawulaty may vote on the items of the General Assembly agenda online starting from 10:00 AM on Saturday 14 Shaaban 1442 H corresponding to 27 March 2021 until the end of the Assembly’s meeting time. Therefore, we invite all shareholders to participate and vote online through Tadawulaty website www.tadawulaty.com.sa

Note that registration and voting are available in Tadawulaty services free for all shareholders. Eligibility for Attendance Registration and Voting The eligibility to register to attend the assembly meeting ends at the time of the assembly meeting. The eligibility to vote on the assembly's items for the attendees ends when the counting committee finishes counting the votes. Method of Communication In the event of an inquiry, we hope to contact the Investor Relations Department at:

Phone: 0175299990, Ext. (777) OR Fax: 017-5299991 OR

Email : IR@najrancement.com Attached Documents  

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