| Element List | Explanation |
|---|---|
| Introduction | Najran Cement Company announces the results of the Ordinary General Assembly meeting (Second Meeting), which was held at 19:30 pm on Wednesday 31-03-2021G corresponding to 18-08-1442H at the Company's Headquarters - Najran city through modern technology means. Due to lack of a quorum in the first meeting, the second meeting was held one hour after the scheduled time for the first meeting – where the attendance rate was 11.74% of shares representing the capital. |
| City and Location of the General Assembly's Meeting | The main Headquarters of the Company, Najran by means of modern technology |
| Date of the General Assembly's Meeting | 2021-03-31 Corresponding to 1442-08-18 |
| Time of the General Assembly's Meeting | 19:30 |
| Percentage of Attending Shareholders | 11.74% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following members of the Board attended the meeting: |
1. Engr. Mohammed bin Mana bin Sultan Aballala - Chairman of the Board of Directors
2. Mr. Salah bin Yaseen bin Khalil Allaf- Vice Chairman of the Board of Directors
3. Mr. Abdullah bin Salim bin Wesaimer Al Wesaimer- Member of the Board of Directors
4. Mr. Fahd bin Abdullah bin Abdulaziz Al Rajhi- Member of the Board of Directors
5. Mr. Waleed bin Abdul Rahman bin Abdulah Al Mousa- Member of the Board of Directors
6. Mr. Waleed bin Ahmed bin Mohammed Bamarouf- Member of the Board of Directors
7. Engr. Ayman bin Abdul Rahman Bin Hamad AlShibl- Member of the Board of Directors
8. Mr. Ali bin Hussein bin Berman Al Yami- Member of the Board of Directors
9. Mr. Abdulsalam Abdullah bin Abdulaziz Aldraibi- Member of the Board of Directors and Managing Director
2. Mr. Salah bin Yaseen bin Khalil Allaf - Chairman of the Executive Committee
2. Approved the Auditor's report for the fiscal year ended on 31-12-2020G.
3. Approved the financial statements for the fiscal year ended on 31-12-2020G.
4. Approved absolving the members of Board of Directors from liabilities for the fiscal year 2020.
5. Approved appointment of BDO Dr. Mohamed Al-Amri & Co as external auditor of the Company from among the candidates recommended by the Audit Committee to examine, review and audit the Company’s financial statements for the second, third and annual of fiscal year 2021G and first quarter of fiscal year 2022 and determine their fees.
6. Approved the Board of Directors’ recommendation to distribute cash dividends to shareholders for the second half of 2020 at the rate of 0.75 riyal per share, which represents 7.5% of the par value of the share with a total amount of SAR 127.5 million, provided that the eligibility for second half dividend will be to Shareholders who own the shares on the day of meeting and registered in the Company’s shareholders register at Securities Depository Center at the end of the second trading day following the day of general assembly, thus the total dividends distributed and proposed to be distributed for the year 2020 is 1.5 riyals per share representing 15% of the nominal value of the share with a total amount of SAR 255 million. The date of dividend distribution will be announced later.
7. Approved disbursement of an amount of SAR 2,900,000 (Saudi Riyals two million nine hundred thousand only) as remuneration for the members of the Board of Directors at the rate of SAR 300,000 (Saudi Riyals three hundred thousand only) for each member in addition to an additional remuneration of SAR 200,000 (Saudi riyals two hundred thousand only) to the Chairman of the Board for the fiscal year ended on 31-12-2020G.
8. Approved the business and contracts that will be executed between the Company and AMAK Mining Company in which the Chairman of the Board of Directors, Eng. Mohammed Aballala and a member of the Board of Directors, Engr. Ayman Shibl have a direct interest, for sale of 5,000 tons bulk cement with a value of SAR 1,200,000 as per customer’s need with same conditions and prices that Company follows with its other customers.
9. Approved the business and contracts that will be executed between the Company and Yaal Arabya Company for Industry, Commerce and Contracting Ltd, in which the member of the Board of Directors Mr. Ali Hussein Bin Berman Al-Yami has direct interest in it, for sale of 30,000 tons bulk cement with a value of SAR 7.2 Million as per customer’s need with same conditions and prices that Company follows with its other customers.
10. Approved the business and contracts that have been concluded between the Company and Yaal Arabya Company for Industry, Commerce and Contracting Ltd. in which a member of the Board of Directors, Mr. Ali Hussein Bin Berman Al-Yami has a direct interest in it for sale of bulk cement during the year 2020 amounted to SAR 740,000 according to the prevailing commercial conditions.
11. Approved delegation of powers to the Board of Directors as stipulated in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the Ordinary General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the regulatory rules and procedures issued pursuant to the Companies Law relating to listed Joint Stock Companies.
12. Authorized the Board of Directors to distribute interim dividends to shareholders on semi-annual or quarterly basis for the fiscal year 2021, and to determine the eligibility and disbursement date as per the rules and regulations of the Company Law in line with Company’s financial position, cash flows, expansion and investment plans.
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