Southern Province Cement Company invites its shareholders to attend the Ordinary General Assembly meeting (first meeting) through modern technical mean

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1445/10/09     18/04/2024 16:01:45

Element ListExplanation
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-one ordinary general assembly meeting (first meeting) scheduled for God Almighty’s will at half past six in the evening on Monday 12/11/1445 AH - 20/05/2024 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
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2024-05-20 Corresponding to 1445-11-12
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 Each shareholder who is registered in the company’s shareholders ’register at the Depository Center has the right to attend the meeting of the Assembly at the end of the trading session that precedes the meeting, according to the rules and regulations. 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.
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 31/12/2023

Second - Review and discuss the financial statements for the year ended 31/12/2023

Third - Voting on the auditor report on the Company’s accounts for the fiscal year ending on 31/12/2023 after discussing it.

Fourth - Voting on the Board of Director’s recommendation to distribute dividends amounting to (0.65) riyals per share to the shareholders for the second half of the fiscal year ending on 31/12/2023, with a percentage of (6.5%) of the capital and a total amount of (91 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. The date of dividend distribution will be announced later. (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 2024 and the first quarter of the fiscal year 2025 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 2024.

Seventh - Voting on the business and contracts that will be concluded 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 it as the CEO of the group. These businesses and contracts will be from 07/02/2022 until 06/02/2025 automatically renewed for a similar period and annual transaction value in 2024 is estimated at about (14 million) riyals according to the actual quantities transferred and delivered to the buyer according to the prices without preferential terms. (Attach)

Eighth - Voting on the business and contracts that will be concluded between the Southern province Cement Company and Masharef Advanced Geological Consulting and Mining Company, in which the member of the Board of Directors, Eng. Yahiya Mohammed Al Ameen Al shangiti, has a direct interest in his capacity as he owns a share (25%) of the company, which is a services contract for obtaining mining licenses. (Exploitation) for licenses to detect gypsum and iron ore, where the scope of work includes the necessary studies for each site in terms of drilling work, taking samples, analyzing them, and submitting studies and reports related to that to the concerned authorities until the license is issued at a value of (933,166) riyals, without preferential conditions. (Attach)

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 08/11/1445 AH - 16/05/2024 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 :

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


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.

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