|Introduction||The Board of Directors of Umm Al-Qura Cement Co. is pleased to invite the valued shareholders to attend the meeting of the General Assembly (the first and second meeting after an hour) scheduled to be held through modern technology methods using link (www.tadawulaty.com.sa), In support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the new coronavirus (COVID-19) and as an extension of the ongoing efforts of all government agencies in Saudi Arabia to take preventive measures to prevent its spread.|
|City and Location of the General Assembly’s Meeting||Head office in – Al-Sahafa District – theRiyadh – Company head office – Al-Sahafa District – the intersection of King Abdulaziz Road with Anas Bin Malik Road|
|URL for the Meeting Location||www.tadawulaty.com.sa|
|Date of the General Assembly’s Meeting||2021-04-28 Corresponding to 1442-09-16|
|Time of the General Assembly’s Meeting||22:30|
|Attendance Eligibility||Each shareholder who is registered in the company’s shareholders ’register at “Edaa” Center at the end of the trading session preceding the Assembly’s meeting has the right to register electronic attendance and vote using tadawulaty service at the assembly meeting according to the rules and regulations|
|Quorum for Convening the General Assembly’s Meeting||The General Assembly meeting shall be valid if attended by shareholders representing at least one-fourth of the Company’s capital. In the absence of a quorum required for holding the meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented.|
|General Assembly Meeting Agenda||1- Voting on the Board of Directors’ report for the fiscal year ending on 31/12/2020 .
2- Voting on the financial statements for the fiscal year ending on 31/12/2020 .
3- Voting on the company’s auditor’s report for the fiscal year ending on 31/12/2020.
4- Voting on discharge the members of the Board of Directors from liability for the fiscal year ending on 31-12-2020.
5- 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.
6- Voting on the updating of the audit committee charter (Attached).
7- Voting on the updating of the policies, criteria, and procedures for Board of Directors membership (Attached).
8- Voting on the Board of Directors ’recommendation to distribute an amount of (22,000,000) as cash dividends to the shareholders for the second half of the fiscal year ending on 31/12/2020 at a rate of (0.40) riyals per share. provided that the eligibility of the shareholders who own the shares at the end of the trading day of the meeting and those registered in the company’s shareholders ’register at the Securities Depository Center (Edaa) at the end of the second trading day following the due date, the date of dividend distribution will be announced later.
9. Voting on the election of board members from among the candidates for the next session starting from 04/07/2021 and for a period of three years, which ends on 03-07-2024 AD. (CVs of the candidates are attached).
10- Voting on forming the Audit Committee, defining its duties, operating controls, and remuneration for its members for the new session that starts on 04/07/2021 for a period of three years, noting that the candidates are (their CVs attached):
1- Mr. Fawaz Hamad Fawaz Al-Fawaz. Chairman of the audit committee (Membership status: Independent).
2- Mr. Saud Mohammed Ali Al-Sabhan. Member of the audit committee (Membership status: Independent).
3- Mr. Youssef Mohammed Ali Al-Suhaibani. Member of the audit committee (Membership status: – Outside the Board).).
11- Voting on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis to shareholders for the fiscal year 2021 (Attached).
12- Voting on the business and contracts that will be concluded between the company and the Abdul Aziz bin Omran Al-Omran and Partners Company, in which the Chairman of the Board of Directors Mr. Abdulaziz bin Omran Al-Omran has an indirect interest in it, which is the sale of cement to the Abdul Aziz bin Omran Al-Omran Company during the next year and there are no special conditions on This type of contract. and it is expected that the volume of transactions will reach 10 million Saudi riyals.(Attached).
|E-Vote||The company assures to all of its shareholders that registration and voting are limited to the assembly’s items through (electronic voting), which will be available to shareholders registered on the Tadawulaty Platform from 10:00 am on Saturday 12 Ramadan 1442 AH (24 April 2021 AD) until the end of the assembly time .
Registration and voting for Tadawulaty services will be available free of charge to 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 contact the Shareholders Relations Department through
Phone number: 00966114874477