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Southern Province Cement Co. Announces the Results of the Ordinary General Assembly Meeting, ( First Meeting )

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1444/11/11     31/05/2023 09:58:13

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Introduction Southern Province Cement Company announces the results of the ordinary general assembly meeting that was held by means of modern technology, as the results of the voting on the assembly agenda were as follows:
City and Location of the General Assembly's Meeting Main Center in Abha – Asir region by means of modern technology
Date of the General Assembly's Meeting 2023-05-30 Corresponding to 1444-11-10
Time of the General Assembly's Meeting 18:30
Percentage of Attending Shareholders 63.95%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees members of the Board of Directors who participate in the General Assembly meeting by means of modern technology:

1- Dr. Hamad bin Sulaiman Al-Bazai (Chairman)

2- Mr. Mohammed bin Nasser Al Nabit (Deputy Chairman)

3- Dr. Abdullah bin Nasser AbuThnain

4- Eng. Ahmed bin Ali bin Abdul Karim Al-Lohaidan

5- Eng. Thamer bin Mohammad bin Muqhem al-Muhaid

6- Eng. Ahmed Bin Saeed Al-Ghamdi

7- Mr. Jaser bin Abdullah Al-Jaser

members of the Board of Directors who didn't participate in the General Assembly meeting:

1- Mr. Mansour Abdulaziz Al-Saghayr

2- Mr. Saad bin Abdulaziz Alkroud

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf The heads of the committees or their delegates attended by means of modern technology:

1- Dr. Hamad bin Sulaiman Al-Bazai (Head of the Executive Committee)

2- Eng. Ahmed bin Ali bin Abdul Karim Al-Lohaidan (Head of the Audit Committee)

3- Eng. Thamer bin Mohammad bin Muqhem al-Muhaid (Head of the Nominations and Remuneration Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's First - the Board of Directors' report for the fiscal year ended 31/12/2022 has been Reviewed and discussed.

Second - the financial statements for the year ended 31/12/2022 has been Reviewed and discussed.

Third - Approved the auditor report on the Company’s accounts for the fiscal year ending on 31/12/2022.

Fourth - Approved the decision of the Board of Directors regarding the cash dividends distributed to shareholders for the first half of 2022, by (0.75) riyals and (7.5%) of the capital and a total amount of (105 million) riyals.

Fifth - Approved the Board of Director’s recommendation to distribute dividends amounting to (0.5) riyals per share to the shareholders for the second half of the fiscal year ending on 31/12/2022, with a percentage of (5%) of the capital and a total amount of (70 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 on22/11/1444 AH - 11/06/2023.

Sixth – Approved for appointing (KPMG) 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 2023., and the first quarter of the fiscal year 2024., and the determination of the auditor's fees.

Seventh - Approved for delegating the Board of Directors to distribute interim dividends on a biannual basis for the fiscal year 2023.

Eighth - Approved the Board of Director’s decision to appoint Mr. Saad Bin Abdulaziz Al-Kroud as Nonexecutive Board Member in the Board of Directors from the appointment date 01/06/2022 to complete the session of the Board until the end of the current session on 31/12/2023 to succeed former member Eng. Abdullah Bin Abdulaziz Al Qaed (Non-executive member).

Nineth - Approved the Board of Director’s decision to appoint Eng. Ahmed Bin Saeed Al Ghamdi as Nonexecutive Board Member in the Board of Directors from the appointment date 01/06/2022 to complete the session of the Board until the end of the current session on 31/12/2023 to succeed former member Mr. Majid Khalid Al-Assaf (Non-executive member).

Tenth - Approved 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 Engineer / 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, and annual transaction value in 2023 is estimated at about (13 million) riyals according to the actual quantities transferred and delivered to the buyer without preferential terms.

Eleventh - Approved the business and contracts that will be concluded Between the Southern province Cement Company and the Cooperative Insurance Company, in which the board member Mr. Jasser bin Abdullah Al-Jasser, has an indirect interest in his as a member of the Board of Directors. It is a medical insurance for the company's employees, which started on 30/09/2022 for a period of one year and the value of annual transactions is estimated at about (9.5 million) riyals without preferential conditions.

Twelfth – Approved for concluding an Islamic financing contract from a local bank in the amount of 1,400 million riyals to finance a project to establish a production line with a capacity of 5,000 tons / day with the infrastructure of another line with the same capacity in Jazan Cement plant, with validity of more than three years, in accordance with Article 22 of the company’s Bylaw.

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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