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Saudi Ceramic Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase of The Company's Share Capital ( Second Meeting )

2040
SAUDI CERAMICS
0.42 %
1445/12/21     27/06/2024 08:03:51

Element ListExplanation
Introduction The Board of Directors of the Saudi Ceramic Company is pleased to announce the results of the Extraordinary General Assembly meeting (the second meeting), which was held at 08:40 pm on Wednesday 12/20/1445, corresponding to 06/26/2024, by means of modern technology, after the completion of the legal quorum for the validity of the extraordinary general assembly meeting according to the Company’s bylaws
City and Location of the Extraordinary General Assembly's Meeting Remotely by the use of modern technology.
Date of the Extraordinary General Assembly's Meeting 2024-06-26 Corresponding to 1445-12-20
Time of the General Assembly’s Meeting 20:40
Percentage of Attending Shareholders 34.50%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The Extraordinary General Assembly Meeting was attended by all the following members of the Board of Directors:

Mr. Yousef Saleh Aba Al-Khail - Chairman

Mr. Abdulaziz Abdulkarim Al-Khuraiji - Vice Chairman

Mr. Mohammed bin Abdulmohsin Al-Qurainees - Board Member

Eng. Majed Abdullah Al-Essa - Board Member

Eng. Mutaib Mohammed Al-Shathri - Board Member

Mr. Sami Ibrahim Al-Essa - Board Member

Mr. Asim bin Saad Al-Juraid - Board Member

Mr. Majed Mohammed Al-Dakheel - Board Member

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf The Extraordinary General Assembly Meeting was attended by the following Chairmen of the Committees of the Board of Directors:

Mr. Yousef Saleh Aba Al-Khail - (Chairman of the Board of Directors and Chairman of the Executive Committee)

Mr. Mohammed bin Abdulmohsin Al-Qurainees - (Member of the Board of Directors and Chairman of the Nomination and Remuneration Committee)

Mr. Majed Mohammed Al-Dakheel - (Member of the Audit Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. The Board of Directors' report for the fiscal year ending on 31-12-2023 was reviewed and discussed.

2. The auditor's report for the fiscal year ending on 31-12-2023 was approved after discussing it.

3. The financial statements for the fiscal year ending on 31-12-2023 were reviewed and discussed.

4. The discharge of the members of the Board of Directors from liability for the fiscal year ending 31 December 2023 was approved.

5. Authorization the Board of Directors to distribute quarterly/semi-annual cash dividends for the fiscal year 2024 was approved.

6. The delegation of the authority of the Ordinary General Assembly with the authorization mentioned in paragraph 1 of Article Twenty-Seven 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 authorized Board of Directors, whichever is earlier, in accordance with the conditions contained in the Executive Bylaws of the Companies Law for Listed Joint Stock Companies was approved.

7. The Employees' Shares Program and authorization of the Board of Directors to determine the terms of this Program, including the allocation price for each share offered to employees, if it is for consideration was approved.

8. The Company's purchase of its shares with a maximum of 320,000 shares with the aim of allocating them to the company's employees within the employee share program was approved. The purchase will be financed through the Company's own resources, and to authorize the Board of Directors to complete the purchase process within a maximum period of twelve months from the date of the extraordinary general assembly resolution was also approved. The Company will retain the purchased shares for a period not exceeding three years from the date of approval of the extraordinary general assembly as a maximum until they are allocated to eligible employees, and after the expiry of this period, the Company will follow the procedures and controls stipulated in the relevant laws and regulations.

9. The amendment of the Company's Articles of Association to comply with the new Companies Law was approved.

10. The amendment of the Audit Committee's bylaws was approved.

11. The amendment of the Bylaws of the Remuneration and Nomination Committee was approved.

12. The business and contracts concluded between the company and the Natural Gas Distribution Company - an associate company were approved, in which the member of the Board of Directors, Eng. Majed bin Abdullah Al-Essa, has an indirect interest, through his representation of the company. The main activities of the company are the purchase of natural gas and its distribution to factories in the second industrial city in Riyadh. The value of transactions during the year 2023 amounted to 39.4 million Saudi riyals related to purchase orders in accordance with the prevailing commercial conditions and without any preferential terms.

13. The business and contracts concluded between the company and the Natural Gas Distribution Company - an associate company were approved, in which the member of the Board of Directors, Eng. Majed bin Abdullah Al-Essa, has an indirect interest, through his representation of the company. The main activity of the company is the purchase of natural gas and its distribution to factories in the second industrial city in Riyadh. The value of transactions during the year 2023 amounted to 508 thousand Saudi riyals related to dividends received in accordance with the prevailing commercial conditions and without any preferential terms.

14. The works and contracts concluded between the Company and the Ceramic Pipes Company - a subsidiary were approved in which the member of the Board of Directors, Eng. Majed bin Abdullah Al-Essa, has an indirect interest, through his representation of the company and its main activity is the manufacture and sale of clay pipes. The value of transactions during the year 2023 amounted to 25.5 million Saudi riyals related to loans and payment of obligations, these contract were made in accordance with the prevailing commercial conditions and without any preferential terms .

15. The works and contracts concluded between the Company and the Ceramic Pipes Company - a subsidiary were approved, in which the member of the Board of Directors, Eng. Majed bin Abdullah Al-Essa, has an indirect interest, through his representation of the company. Its main activity is the manufacture and sale of clay pipes. The value of transactions during the year 2023 amounted to 1.5 million Saudi riyals related to the sales of products, and this contract was made in accordance with the prevailing commercial conditions and without any preferential terms .

16. The business and contracts concluded between the company and Chubb Arabia Cooperative Insurance Company were approved - in which the Vice Chairman of the Board of Directors, Mr. Abdulaziz Abdulkarim Al-Khuraiji , has an indirect interest through his membership in the Board of Directors of Chubb Insurance Company, and the value of transactions during the year 2023 amounted to 1.07 million riyals related to an insurance policy in accordance with the prevailing commercial conditions and without any preferential terms.

17. The appointment of Ibrahim Ahmed Al-Bassam & Partners Chartered Accountants (Al-Bassam & Partners) was approved as an auditor of the Company's accounts from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second and third quarters and the annual financial statements of the fiscal year 2024, and the first quarter of the fiscal year 2025, and determine his fees in the amount of SAR 625,000 excluding VAT.

18. The transfer of the Company's entire statutory reserve was approved in the amount of SAR 241,714,802 as shown in the financial statements for the fiscal year ended 31 December 2023 to the Retained Earnings Account.

19. The Board of Directors' recommendation regarding the increase of the Company's capital by granting bonus shares to the Company's shareholders through the capitalization of SAR 200,000,000 of retained earnings was approved as follows:

a. The Company's capital before the increase is eight hundred million (800,000,000) Saudi riyals, divided into eighty million (80,000,000) shares.

b. The Company's capital after the increase is one billion (1,000,000,000) Saudi riyals, divided into one hundred million (100,000,000) shares.

c. Total amount of increase: Two hundred million (200,000,000) Saudi riyals

d. Capital Increase Ratio: 25%

e. Reason for the capital increase: The Company aims to raise its capital to match the size of its business and assets and support its future expansions.

f. Capital Increase Method: The capital increase will be done by capitalizing an amount of two hundred million (200,000,000) Saudi Riyals from the retained earnings account, by granting one (1) share for every four (4) shares owned.

g. Eligibility Date: The date of eligibility for bonus shares will be for the shareholders of the Company who own the shares at the end of the trading day of the extraordinary general assembly of the Company and who are registered in the shareholders register of Saudi Ceramics Company at the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the extraordinary general assembly.

h. Fraction Treatment: In the event of fractional shares granted as a result of the capital increase, the fractions will be consolidated in one portfolio for all the Company's shareholders entitled to fractional shares and sold at the market price, and then their value will be distributed to the shareholders entitled to the fractional shares, each according to his share, within a period not exceeding 30 days from the date of determining the shares due to each shareholder.

i. The amendment of Article VII of the Company's Articles of Association related to the company's capital was approved.

j. The amendment of Article Eight of the Company's Articles of Association related to subscription to shares was approved.

Additional Information None

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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Last Price 28.62
Net Change 0.12 (+0.42%)
Value Traded (Sar) 7,279,605.96
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