| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Ceramic Company is pleased to announce the results of the ordinary general assembly meeting (the first meeting) which was held at 6:30 p.m. on Wednesday, 13-08-1443H corresponding to 16-03-2022, remotely by means of modern technology after completing the qualifying quorum for the ordinary general assembly meeting according to the Company's bylaw. |
| City and Location of the General Assembly's Meeting | Remotely by using modern technology |
| Date of the General Assembly's Meeting | 2022-03-16 Corresponding to 1443-08-13 |
| Time of the General Assembly's Meeting | 18:30 |
| Percentage of Attending Shareholders | 57.58% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The ordinary general assembly meeting was attended by all the following members of the Board of Directors: |
Mr. Yousuf Bin Saleh Aba Al-Khail - (Chairman)
Mr. AbdulKarim bin Ibrahim Al Nafie - (Vice Chairman)
Eng. Majed bin Abdullah Al Issa
Mr. Mutaib bin Mohammed Al-Shathri (PIF Representative)
Mr. Sami bin Ibrahim Al Issa (GOSI Representative)
Mr. Abdullah bin Turki Al-Sudairi
Mr. AbdulAziz bin Abdulkarim Al-Akhuraiji
Mr. Turki bin Saud Al-Dayel (GOSI Representative)
Mr. Youssef bin Saleh Aba Al-Khail (Chairman of the board and Chairman of the Executive Committee)
Mr. Abdullah bin Turki Al-Sudairi (Member of the Board of Directors and Chairman of the Nominations and Remunerations Committee)
Mr. Abdulaziz bin Abdulkarim Al-Akhuraiji ( Member of the Board of Directors and audit committee)
2. Approval of the independent auditor’s report on the Company’s Financial Statements for the fiscal year ending on 31/12/2021.
3. Approval of the financial statements of the Company for the fiscal year ending on 31/12/2021.
4. Approval for the election of members of the Board of Directors from among the candidates for the next term, commencing from 29-08-1443 corresponding to 01-04-2022 for three years, ending on 02-10-1446 corresponding to 31-03-2025,The following board members have been selected:
Mr. Youssef Saleh Aba Al-Khail
Mr. Sami Ibrahim Al Issa (GOSI Representative)
Mr. Asim Saad Al-Juraid (GOSI Representative)
Mr. Mutaib Mohammed Al-Shathri (PIF Representative)
Mr. AbdulAziz Abdulkarim Al-Akhuraiji
Mr. Majed Abdullah Al Issa
Mr. Majed Mohammed Aldakheel
Mr. Muhammed Abdulmohsin Al-Qurainees
5. Approval of the formation of the audit committee, and the definition of its duties, work regulations and remuneration of its members for the new term, starting from 01-04-2022 until the end of the term on 31-03-2025. Their names are as follows:
1- Majed Bin Mohammed Aldakheel (Board Member)
2- Ahmed Sulaiman AlMuzaini (Non-board Member)
3- Abdulaziz bin Abdul Malik AlSheikh (Non-board Member)
6. Approval to authorize the Board of Directors to distribute cash dividends quarterly / semi-annually for the fiscal year 2022.
7. Approval of the delegation to the Board of Directors, the authorization powers of the ordinary general assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the session of the authorized Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
8. Approval of the business and contracts that have been concluded between the Company and the Natural Gas Distribution Company- an associate company, in which of the Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his representation in the Board of Directors of the company. The main activity of the Company is the purchase of natural gas and its distribution to industrial units in Riyadh. The value of transactions during the year 2021 amounted to of SAR 55.2 million for purchase orders.
9. Approval of the business and contracts that have been concluded between the Company and the Natural Gas Distribution Company- an associate company, in which of the Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his representation in the Board of Directors of the company. The main activity of the Company is the purchase of natural gas and its distribution to industrial units in Riyadh. The value of transactions during the year 2021 amounted to of SAR 396 thousand for dividends received.
10. Approval of the business and contracts concluded between the Company and Ceramic Pipes Company- a subsidiary company, in which the vice chairman of the Board of Directors, Mr. Abdulkarim Bin Ibrahim Al Nafie has an indirect interest through his representation in the Company. The main activity of the company is manufacture and sale of clay pipes. The value of transactions during the year 2021 was SAR 19.7 million for loans and payment of liabilities.
11. Approval of the business and contracts concluded between the Company and Ceramic Pipes Company- a subsidiary company, in which a member of the Board of Directors, Mr. Abdulkarim Bin Ibrahim Al Nafie has an indirect interest through his representation in the Company, The value of transactions during the year 2021 was SAR 114 thousand related to sales of products.
12. Approval of the business and contracts that have been concluded between the Company and the Saudi Trukkin Company, in which the Board member and Chief Executive Officer, Mr. Majed Bin Abdullah Al Issa has an indirect interest through his membership in the Board of Directors of Batic Investments and Logistics Co. which owns 11.4% in Saudi Trukkin Company. The value of transactions during the year 2021 amounted to SAR 5.4 million.
13. Approval of the business and contracts that have been concluded between the Company and the AXA Cooperative Insurance Company, in which the Chairman of the Board of Directors, Mr. Yousef bin Saleh Aba AlKhail has an indirect interest through his chairmanship of the Board of Directors of AXA Cooperative Insurance Company. The value of transactions during the year 2021 amounted to SAR 238 thousand.
14. Approval of the audit committee’s recommendation for the appointment and remuneration of Dr. Abdelgadir Bannaga and Partners Co., Allied Accountants RSM, as auditors for the Company. They shall examine, review, and audit the second, third quarter and the annual financial statements of the fiscal year 2022, and the first quarter of the fiscal year 2023. The audit fee shall also be determined.
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