3091 · 30/06/2025 09:16:15 · Announcement #88499 · View on Saudi Exchange

Al Jouf Cement Co. Announces the Results of the Ordinary General Assembly Meeting (First Meeting)

Element ListExplanation
Introduction Al-Jouf Cement Company announces the results of the Ordinary General Assembly Meeting (First Meeting), which was held on Sunday, 04/01/1447 AH, corresponding to 29/06/2025 AD, at 8:00 PM.
City and Location of the General Assembly's Meeting remotely Through means of modern technology in the Company Head Quarter –Riyadh City using the Tadawulaty system.
Date of the General Assembly's Meeting 2025-06-29 Corresponding to 1447-01-04
Time of the General Assembly’s Meeting 20:00
Percentage of Attending Shareholders 31.7%
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 of Directors were in attendance:

• Engineer Abdullah bin Oudah Al-Ghubain - Chairman of the Board

• Engineer Ahmed bin Mohammed Al-Falih - Deputy Chairman of the Board

• Mr. Hani bin Mohammed Al-Saleh - Member

• Mr. Abdulaziz bin Abdulilah Kaaki - Member

• Engineer Abdullah bin Abdulaziz Al-Zanedi - Member

• Mr. Abdulkarim bin Mohammed Al-Nuhair - Member

• Mr. Abdulrahman Al-Awdan - Member Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf The following committee chairpersons were in attendance:

• Engineer Abdullah bin Oudah Al-Ghubain - Chairman of the Executive Committee

• Mr. Aziz bin Mohammed Al-Qahtani - Chairman of the Audit Committee

• Engineer Ahmed bin Mohammed Al-Falih - Chairman of the Remuneration and Nominations Committee Voting Results on the Items of the General Assembly's Meeting Agenda's 1. The Board of Directors' report for the financial year ended 31 December 2024 was duly reviewed and deliberated upon.

2. The financial statements for the financial year ended 31 December 2024 were thoroughly reviewed following due discussion.

3. Approval was granted for the auditors’ report pertaining to the company for the financial year ended 31 December 2024, subsequent to its review and discussion.

4. Approval was accorded to the external auditor’s request for an increase in audit fees for the second, third, and fourth quarters of the financial year 2024, as well as the first quarter of the financial year 2025, which had been previously approved by the General Assembly at an amount of 450,000 SAR. The revised total fee shall amount to 600,000 SAR, in recognition of additional costs incurred due to the audit of the financial data for the year ended 31 December 2024 and the review of the first quarter of the financial year 2025.

5. Approval was given for the appointment of Messrs. RSM United Accountants as the company’s auditors, pursuant to the recommendation of the Audit Committee, to conduct the examination, review, and audit of the financial statements for the second, third, and fourth quarters, as well as the annual financial statements for the financial year 2025, and the first quarter of the financial year 2026, at a fee of 315,000 SAR, exclusive of tax.

6. The delegation of authority to the Board of Directors by the Ordinary General Assembly, as provided under paragraph (1) of Article Twenty-Seven of the Companies Law, was declined. This delegation would have permitted the issuance of licenses for a period of one year from the date of the General Assembly’s approval or until the expiration of the term of the delegated Board of Directors, whichever occurs earlier, in compliance with the conditions stipulated in the regulatory controls and procedures issued pursuant to the Companies Law for listed joint-stock companies. Additional Information The Chairman of the Board presented the voluntary initiative regarding the waiver by the Chairman of the Board and the Executive Management of performance-related remuneration for the years 2023 and 2024, amounting to 10 million SAR, based on the extraordinary meeting held by the company’s Board of Directors on 25 June 2025. This was supported by a comprehensive report submitted by the Governance and Compliance Department, backed by legal opinions and consultations from specialized external entities, which unanimously confirmed the propriety of the procedures followed for the disbursement of remuneration for the years 2023 and 2024, as well as the first quarter of 2025. These procedures demonstrated full compliance with the regulations and bylaws issued by regulatory authorities, in addition to the company’s internal policies, reflecting the company’s commitment to transparency and institutional governance. In a step reflecting leadership spirit and professional responsibility, the Executive Management, represented by:

• Mr. Abdulkarim bin Mohammed Al-Nuhair, Chief Executive Officer

• Mr. Walid bin Abdulaziz Al-Shuwaier, Chief Executive Officer for Commercial Affairs

• Mr. Abbas Al-Musaid, Chief Financial Officer - Resigned

voluntarily initiated a noble gesture to waive 7 million SAR of the remuneration disbursed over the past two years. This initiative aims to enhance solidarity and responsibility in serving the company’s objectives. The Chairman of the Board expressed his full support for this initiative and decided to waive 3 million SAR of his personal remuneration, in a move reflecting his commitment to leadership values, responsibility, and fostering a spirit of cooperation.

The company extends its highest expressions of gratitude and appreciation to all who contributed to this pioneering initiative, which enhances the confidence of stakeholders and reinforces the principle of ethical governance as a fundamental pillar for sustainable success.

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