| 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 the forty-seventh Ordinary General Assembly meeting scheduled for God Almighty’s will at half past six in the evening on Sunday 08/29/1442 AH corresponding to 04/11/2021 AD by means of modern technology. This is within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19), and an extension of the continuous efforts made 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 | Main Center in Abha – Asir region Hall Eng / Amer Saeed Burgan (God’s mercy) |
| 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 | 18:30 |
| Attendance Eligibility | Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations |
| Quorum for Convening the General Assembly’s Meeting | Article (36) of the company’s bylaw stipulates that “the ordinary general assembly meeting is not valid unless it is attended by shareholders representing at least half of the capital. Circumstances, the second meeting is valid regardless of the number of shares represented in it. |
| General Assembly Meeting Agenda | First – Voting on the Board of Director’s report for the fiscal year ending on 12/31/2020.Second – Voting on the company’s financial statements for the fiscal year ending 12/31/2020.
Third – Voting on the company’s auditor’s report for the fiscal year ending on 12/31/2020. Fourth – Voting on the decision of the Board of Directors regarding the cash dividends distributed to shareholders for the first half of 2020 AD, by (2.25) riyals and (22.5%) of the capital and a total amount of (315 million) riyals. (Attach) Fifth – Voting on the Board of Director’s recommendation to distribute dividends in the amount to (2.5) riyals per share to the shareholders for the second half of the fiscal year ending on 31/12/2020, with a percentage of (25%) of the capital and a total amount of (350 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 the 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 Sunday 09/13/1442 AH corresponding to 04/25 / 2021 AD. Sixth – Voting on appointing the company’s auditor from among the candidates based on the audit committee’s recommendation to examine, review and audit the financial statements for the second and third quarter of the fiscal year 2021 and the first quarter of the fiscal year 2022, and determine their fees. Seventh – Voting on delegating the Board of Directors to distribute interim dividends on a semi-annual basis for the fiscal year 2021 AD. Eighth – Voting on the Board of Director’s decision to appoint Eng. Ahmed Ali Abdul Karim Al Luhaidan – Independent Board Member – as a Chairman of the Audit Committee, starting from 01/01/2021 until the end of the current committee’s term of office on 12/31/2021 AD, to succeed the former Committee Chairman, Mr. Muhammad bin Nasser Al-Nabit – Non-Executive Board Member – provided that the appointment shall take effect from the date of the decision issued on 12/29/2020 AD, and this appointment shall be in accordance with the regulations of the Audit Committee. (CV attached) Ninth – Voting on the business and contracts that will be concluded between the Southern Province Cement Company and the Saudi Chemical Holding Company, in which a member of the board of directors, Engineer / Thamer bin Muhammed bin Muqham al-Muhaid, has an indirect interest in it in his capacity as its CEO. On 02/07/2019 until 02/06/2022 AD, it is automatically renewed for a similar period and the annual transaction value is estimated at about (10 million) riyals according to the actual quantities transferred and delivered to the buyer according to the prices without preferential terms. (Attach) Tenth – voting on the business and contracts that will be concluded between the Southern Province Cement Company and the United Cooperative Insurance Company, in which a member of the Board of Directors Mr. Mansour bin Abdulaziz Al-Sagheer has an indirect interest in it represented in being a member of the Board of Directors of the United Cooperative Insurance Company, which are insurance documents with a value exceeding 3 3 million riyals for the year 2021 AD represented in (Insurance of company property – Securing equipment – Sea freight insurance) without preferential terms (Attach) |
| Proxy Form | No English translation, kindly refer to the Arabic version |
| E-Vote | Shareholders registered in the Tadawulati services will be able to vote remotely on the assembly’s items starting at ten in the morning on Wednesday 08/25/1442 AH corresponding to 07/04/2021 AD 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 |
| 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 communicate during official working hours (from 8 am to 3 pm) with shareholder relations at:Phone no: 0172271500 ext. 157-153-151-144
Email: sh@spcc.com.sa |
| Attached Documents | No English translation, kindly refer to the Arabic version |
