Southern Province Cement Co. — Proxy Solicitation & Information Statement 2026

May 21, 2026

Southern Province Cement Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting) through modern technical mean

3050 · 21/05/2026 09:29:15 · Announcement #95615 · View on Saudi Exchange

Southern Province Cement Co. Board invites its shareholders to attend the Ordinary General Assembly Meeting the (First Meeting) through modern technical mean

Element List	Explanation
Introduction	The Board of Directors of the Southern Province Cement Company is pleased to invite the shareholders to participate and vote in at the fifty- second ordinary general assembly meeting (first meeting) scheduled for God Almighty’s will at half past six in the evening on Monday 29/12/1447 AH - 15/06/2026 by means of modern technology.
City and Location of the General Assembly's Meeting	Main Center in Abha – Asir region - by means of modern technology www.tadawulaty.com.sa
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2026-06-15 Corresponding to 1447-12-29
Time of the General Assembly’s Meeting	18:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	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. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	Article (31) of the company’s bylaw stipulates that “The OGM meeting is valid only if it is attended by shareholders representing (50%) of the company's shares that have the voting rights. If the necessary quorum is not available to hold this meeting, the second meeting will be held within thirty days following the date of the first meeting. In all cases, the second meeting is valid regardless of the number of shares represented in it.
General Assembly Meeting Agenda	First - Review and discuss the Board of Directors' report for the fiscal year ended 31/12/2025

Second - Review and discuss the financial statements for the year ended 31/12/2025

Third - Voting on the auditor report on the Company’s accounts for the fiscal year ending on 31/12/2025 after discussing it.

Fourth - Voting on the Board of Director’s recommendation to distribute dividends amounting to (0.25) riyals per share to the shareholders for the second half of the fiscal year ending on 31/12/2025, with a percentage of (2.5%) of the capital and a total amount of (35 million) riyals, Provided that the entitlement to dividends is for shareholders holding the shares by the end of the trading day of the assembly date, and who are registered in the Company's shareholders registry held with Securities Depository Center Company (Edaa) at the end of the second trading day following the entitlement date. and provided that the distribution of dividends begins on 20/01/1448 AH - 05/07/2026. (Attach)

Fifth - Voting on appointing auditor for the company from among the candidates based on the audit committee’s recommendation the appointed auditor shall examine, review and audit the second and third quarter and annual financial statements, of the fiscal year 2026 and the first quarter of the fiscal year 2027 and the determination of the auditor's remuneration.

Sixth - Voting on delegating the Board of Directors to distribute interim dividends on a biannual / quarterly basis for the fiscal year 2026.

Seventh: Voting on delegating the Board of Directors with the authority of the Ordinary General Assembly to grant the authorization stipulated in paragraph (1) of Article Twenty-Seven of the Companies Law, for a period of one year from the date of approval by the Ordinary General Assembly or until the end of the delegated Board’s term, whichever is earlier; in accordance with the terms set forth in the Implementing Rules and Regulations of the Companies Law for Listed Joint Stock Companies.

Eighth: Voting on the transactions and contracts concluded during the fiscal year ended December 31, 2025, Between the Southern province Cement Company and the Saudi Chemical Company Ltd., which is owned by the Saudi Chemical Holding Company in which the board member Eng. Thamer bin Muhammed bin Muqham al-Muhaid, has an indirect interest in his capacity as a Board Member in the group. These businesses and contracts will be from 07/02/2025 until 06/02/2028 The annual transaction value for the year 2025 was approximately (7 million) Riyals, based on actual quantities transported and delivered to the buyer, without any preferential conditions. (Attached)

Ninth: Voting on the Audit Committee’s recommendation to approve the payment of additional fees to the external auditor, Dr. Mohamed Al-Amri & Co. (BDO), amounting to SAR 200,000 in consideration of additional man-hours spent for the review and audit of the Company's financial statements for the fiscal year 2025. Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right 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. The attending shareholders have the right to discuss the topics on the agenda and ask questions. Details of the electronic voting on the Assembly’s agenda Shareholders registered in the Tadawulati services will be able to vote remotely on the assembly’s items starting at one o’clock in the morning on Thursday 25/12/1447 AH - 11/06/2026 until the end of the meeting time, and registration and voting in my trading services will be available and free for all shareholders using the following link :

www.tadawulaty.com.sa Method of Communication in Case of Any Enquiries In the event of an inquiry, we hope to communicate during official working hours (from 8 am to 3 pm) with shareholder relations at:

Phone 0172271500 ext. 157-144

Email sh@spcc.com.sa Attached Documents        

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