| Element List | Explanation |
|---|---|
| Introduction | Yamama Cement Co. announces the results of the Ordinary General Assembly meeting 18 (the second meeting), which was held at 8:00pm on Sunday 15/8/1442 corresponding to 28/03/2021 an hour after the specified time of the first meeting due to non-completion of the quorum at the meeting. |
| City and Location of the General Assembly's Meeting | Through contemporary technology using Tadawulaty, from Yamama Cemement Co. office in Riyadh (using Tadawulaty system only). |
| Date of the General Assembly's Meeting | 2021-03-28 Corresponding to 1442-08-15 |
| Time of the General Assembly's Meeting | 20:00 |
| Percentage of Attending Shareholders | 38.05% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | Names of the Board of Directors' Members Present: |
1- Prince/ Turki bin Mohammed bin Abdulaziz bin Turki (Chairman of the Board of Directors).
2- Prince/ Khalid bin Mohammed bin Abdulaziz bin Turki
3- Prince/ Nayef bin Sultan bin Mohammed bin Saud Al-Kabeer.
4- Mr/ Fahd bin Thunayan Al-Thunayan.
5- Engineer/ Ibrahim Abdulaziz Al-Muhanna
6- Engineer/ Faisal bin Sulaiman Al-Rajhi
7- Mr/Abdullah bin Mohammed Al-Bahouth, Representative of (Public Pension Agency)
8- Mr/ Moustafa bin Abdulrahman Al-Sahn
9- Mr/ Hisham bin Abdulrahman Al-Askar
10- Mr/ Jehad bin Abdulaziz Al-Rasheed (General Manager)
Names of the Board of Directors' Members Absentees:
1- Prince/ Sultan bin Mohammed bin Saud Al-Kabeer (Vice Chairman and Managing Director).
2- Mr/ Fahd bin Thunayan Al-Thunayan (Chairman of the audit committee).
3- Engineer/ Ibrahim Abdulaziz Al-Muhanna (Chairman of the Nomination and Remuneration Committee).
4- Mr/ Hisham bin Abdulrahman Al-Askar (Chairman of the Risk, Compliance and Governance Committee).
2. The approval of the company's financial statements for the financial year ending on 31/12/2020.
3. The approval of the company's auditor's report for the financial year ending on 31/12/2020.
4. The approval of discharging the members of the Board of Directors from the responsibility of managing the company for the financial year ending on 31/12/2020.
5. The approval of the hiring of the company's auditor AlKharashi Co . Certified Accountants And Auditors on the recommendation of the audit committee, in order to check, review and audit the financial statements for the quarters (second, third, fourth and annual) of financial year 2021, and the first quarter of financial year 2022, and determine its fees.
6. The approval of delegating the Board of Directors to distribute interim dividends in a semi/ quarterly basis for the financial year 2021.
7. The approval of the businesses and contracts that have been done between the company and the Yemeni-Saudi company. Whereas, the vice Chairman and the delegated member, HH Sultan bin Mohammed bin Saud Al Kabeer, owns a share of 16% of the company's capital, and Yamama Cement Company owns a share of 20%, to license it for the next year. Note, that the nature of this transaction is security costs for the factory located in Yemen. The value of the transaction for the previous year 2020 amounted to 249 thousand riyals. And to be noted that it is a direct interest and there are no preferential conditions.
8. The approval of the businesses and contracts that have been done between the company and Arab Shield Cooperative Insurance Company, where the ownership of the vice Chairman and the delegated member H.H. Prince Sultan bin Mohammed bin Saud al-Kabir 14.25% of The Arab Shield Cooperative Insurance Company. Prince Nayef bin Sultan bin Mohammed bin Saud al-Kabir is also chairman of The Arab Shield Cooperative Insurance Company. And license it for next year. Note that the nature of this transaction is the insurance of Al Yamama Cement Company with The Arab Shield Cooperative Insurance Company. The value of the transaction for the previous year 2020 was 13,570 thousand riyals. And to be noted that it is a direct interest and there are no preferential conditions.
9. The approval of the businesses and contracts that have been done between the company and Zain Saudi Arabia. Whereas, a member of the board of directors, HH Prince/ Naif bin Sultan bin Mohammed bin Saud Al Kabeer, is the Chairman of the Board of Directors of Zain Saudi Arabia. And license it for next year (Note that the nature of this transaction consists of providing telecommunications services to Yamama Cement Company. The value of the transaction for the previous year 2020 amounted to 252 thousand riyals. And to be noted that it is not a direct interest and there are no preferential conditions.
10. The approval of the businesses and contracts that have been done between the company and the Cement Product Industry Ltd. Co., Whereas, Mr. Jehad bin Abdulaziz Al-Rasheed, a member of the board of directors and the general manager, is a member of the board of directors of the Cement Products Industry Company. Also, voting to license such activities and contracts for the next year. Note that the nature of this deal is the value of purchases of cement bags, and the value of the transaction for the previous year 2020 amounted to 14,446 thousand riyals. And to be noted that it is not a direct interest and there are no preferential conditions.
11. The approval of disbursing an amount of SR 2,400,000 as a reward for members of the Board of Directors for the financial year ending on 31/12/2020.
12. The approval of amend Article No. (2) of the Company’s Articles of Association regarding (Company Name).
13. The approval of amend Article No. (3) of the Company’s Articles of Association regarding (the Company's Purposes).
14. The approval of amend Article No. (20) of Company’s Articles of Association regarding) the company ministration).
15. The approval of add Article No. (26) to the Company’s Articles of Association regarding (the Powers of the Chairman of the Board of Director).
16. The approval of cancel Articles (41) and (54) of the Company’s Articles of Association regarding (shareholders' Rights).
17. The approval of amend Article No. (54) of Company’s Articles of Association regarding) shareholders' Rights and Liability Claims).
18. The approval of organize the numbers of articles of association.
19. The approval of amend the working list of the Nominations and Remuneration Committee.
20. The approval of amend the working list Audit committee.
21. The approval of amend the policies and criteria of membership.
22. The approval of amend the remuneration policies of the Board of Directors, its committees and the executive management.
23. The approval of the election of members of the Board of Directors for the new term that begins on March 29, 2021, for a period of three years ending on March 28, 2024. And the board members:
1- Prince Turki bin Mohammed bin Abdulaziz Al Saud.
2- Prince Nayef bin Sultan bin Mohammed bin Saud al-Kabir.
3- Mr. Fahad bin Thanian bin Fahd Al-Thanian.
4- Mr. Faisal Suleiman Abdul Aziz Al-Rajhi
5- Mr. Abdullah bin Mohammed Ibrahim Al-Bahouth.
6- Mr. Abdullah Abdulrahman Thanian Al-Abikan.
7- Mr. Nizar Abdulaziz Osman Al-Tuwaijri.
24. The approval of forming the Audit Committee, defining its duties, operating controls, and remuneration for its members for the new session that starts on 29/03/2021 for a period of three years ending on March 28, 2024, of the following members:
1- Mr. Abdullah bin Mohammed Al-Bahouth. (Membership: Independent).
2- Mr. Raed Bin Ali Al-Seif. (Membership status: Independent - Outside the Board).
3- Mr. Lotfi Shehadeh. (Membership status: Independent - Outside the Board).
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