Yamama Cement Co. — Proxy Solicitation & Information Statement 2021

Feb 28, 2021

Yamama Cement Company calls its shareholders to attend the Extraordinary Meeting (First Meeting) remotely through contemporary technology

3020 · 28/02/2021 15:57:48 · Announcement #62048 · View on Saudi Exchange

Yamama Cement Company calls its shareholders to attend the Extraordinary Meeting (First Meeting) remotely through contemporary technology

Element List	Explanation
Introduction	The Board of Directors of Yamama Cement Company is pleased to call the honorable shareholders to attend the company's eighteenth Extraordinary General Meeting (the First Meeting) in presence of board of directors via modern technology (Tadawulaty web site), as part of support for precautions and preventive efforts and measures by the competent and relevant health authorities to counter the corona virus (COVID-19) and as an extension of the continuous efforts by all 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	The company’s head office - Al-Falah district - Riyadh
URL for the Meeting Location	http://www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2020-03-28 Corresponding to 1441-08-04
Time of the General Assembly's Meeting	19:00
Attendance Eligibility	Each shareholder who is registered with the Deposit Centre at the end of the trading session prior to the Assembly meeting has the right to register the electronic attendance and vote by using Tadawulaty system at the Assembly meeting and in accordance with the polices and regulations.
Quorum for Convening the General Assembly's Meeting	The Assembly meeting shall be valid in the presence of the shareholders who represent at least half of the capital. If the quorum required for the first meeting is not completed, the second meeting will be held one hour after the expiration of the deadline for the first meeting. And the second meeting will be valid if it is attended by the shareholders who represent at least the quarter of the capital. If the necessary quorum is not available at the second meeting, an invitation shall be extended to a third meeting, and the third meeting shall be valid regardless of the number of shares represented in it after approval by the competent authority
General Assembly Meeting Agenda	1. Voting on the Board of Directors' report for the financial year ending on 31/12/ 2020.

2. Voting on the company's financial statements for the financial year ending on 31/12/2020.

3. Voting on the company's auditor's report for the financial year ending on 31/12/2020.

4. Voting on discharging the members of the Board of Directors from the responsibility of managing the company for the financial year ending on 31/12/2020.

5. Voting on the hiring of the company's auditor from among the candidates on the recommendation of the audit committee, in order to check, review and audit the financial statements for the quarters (second, third, fourth and annual) of financial year 2021, and the first quarter of financial year 2022, and determine its fees.

6. Voting on delegating the Board of Directors to distribute interim dividends in a semi/ quarterly basis for the financial year 2021.

7. Voting on the businesses and contracts that have been done between the company and the Yemeni-Saudi company. Whereas, the vice Chairman and the delegated member, HH Sultan bin Mohammed bin Saud Al Kabeer, owns a share of 16% of the company's capital, and Yamama Cement Company owns a share of 20%, to license it for the next year. Note, that the nature of this transaction is security costs for the factory located in Yemen. The value of the transaction for the previous year 2020 amounted to 249 thousand riyals. And to be noted that it is a direct interest and there are no preferential conditions. (Attached)

8. Voting on the businesses and contracts that have been done between the company and Arab Shield Cooperative Insurance Company, where the ownership of the vice Chairman and the delegated member H.H. Prince Sultan bin Mohammed bin Saud al-Kabir 14.25% of The Arab Shield Cooperative Insurance Company. Prince Nayef bin Sultan bin Mohammed bin Saud al-Kabir is also chairman of The Arab Shield Cooperative Insurance Company. And license it for next year. Note that the nature of this transaction is the insurance of Al Yamama Cement Company with The Arab Shield Cooperative Insurance Company. The value of the transaction for the previous year 2020 was 13,570 thousand riyals. And to be noted that it is a direct interest and there are no preferential conditions. (Attached)

9. Voting on the businesses and contracts that have been done between the company and Zain Saudi Arabia. Whereas, a member of the board of directors, HH Prince/ Naif bin Sultan bin Mohammed bin Saud Al Kabeer, is the Chairman of the Board of Directors of Zain Saudi Arabia. And license it for next year (Note that the nature of this transaction consists of providing telecommunications services to Yamama Cement Company. The value of the transaction for the previous year 2020 amounted to 252 thousand riyals. And to be noted that it is not a direct interest and there are no preferential conditions. (Attached)

10. Voting on the businesses and contracts that have been done between the company and the Cement Product Industry Ltd. Co., Whereas, Mr. Jehad bin Abdulaziz Al-Rasheed, a member of the board of directors and the general manager, is a member of the board of directors of the Cement Products Industry Company. Also, voting to license such activities and contracts for the next year. Note that the nature of this deal is the value of purchases of cement bags, and the value of the transaction for the previous year 2020 amounted to 14,446 thousand riyals. And to be noted that it is not a direct interest and there are no preferential conditions. (Attached)

11. Voting on disbursing an amount of SR 2,400,000 as a reward for members of the Board of Directors for the financial year ending on 31/12/2020.

12. Voting to amend Article No. (2) of the Company’s Articles of Association regarding (Company Name). (Attached).

13. Voting to amend Article No. (3) of the Company’s Articles of Association regarding (the Company's Purposes). (Attached).

14. Voting to amend Article No. (20) of Company’s Articles of Association regarding )the company ministration). (Attached).

15. Voting to add Article No. (26) to the Company’s Articles of Association regarding (the Powers of the Chairman of the Board of Director). (Attached).

16. Voting to cancel Articles (41) and (54) of the Company’s Articles of Association regarding (shareholders' Rights). (Attached).

17. Voting to amend Article No. (54) of Company’s Articles of Association regarding ) shareholders' Rights and Liability Claims). (Attached).

18. Voting to organize the numbers of articles of association.

19. Voting to amend the working list of the Nominations and Remuneration Committee. (Attached)

20. Voting to amend the working list Audit committee. (Attached)

21. Voting to amend the policies and criteria of membership. (attached)

22. Voting to amend the remuneration policies of the Board of Directors, its committees and the executive management. (Attached)

23. Voting on the election of members of the Board of Directors for the new term that begins on March 29, 2021, for a period of three years ending on March 28, 2024. (their CVs Attached)

24. Voting on forming the Audit Committee, defining its duties, operating controls, and remuneration for its members for the new session that starts on 29/03/2021 for a period of three years ending on March 28, 2024, noting that the candidates are [their CVs attached]:

1- Mr. Abdullah bin Mohammed Al-Bahouth. (Membership: Independent).

2- Mr. Raed Bin Ali Al-Seif. (Membership status: Independent - Outside the Board).

3- Mr. Lotfi Shehadeh. (Membership status: Independent - Outside the Board). Proxy Form E-Vote Note that the shareholders registered in the Tadawulaty services will be able to vote remotely on the General Meeting Clauses starting at ten in the morning on Wednesday 11/ 08/ 1442 AH corresponding to 24/ 03/ 2021 until the end of the Meeting. Registration and voting in Tadawulaty services will be available and free for all shareholders using the following link: 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 case of any inquiries, please contact Investors Relations at the following numbers: (0114085711 - 0114085715) or email: IR@Yamamacement.com 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.