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Saudi Ceramic Co. Announces the Results of the Extraordinary General Assembly Meeting (Second Meeting)

SAUDI CERAMICS 2040 -9.09% 30.60 -3.06
Element List Explanation
Introduction The Board of Directors of Saudi Ceramic Company is pleased to announce the results of the Extraordinary General Assembly Meeting (Second Meeting), which was held via modern technology at 10:00 PM on Wednesday, 26/03/2025, corresponding to 26/09/1446H, after the legal quorum required for the validity of the Extraordinary General Assembly Meeting was met in accordance with the Company’s bylaws.
City and Location of the General Assembly's Meeting Remotely via modern technology means.
Date of the General Assembly's Meeting 2025-03-26 Corresponding to 1446-09-26
Time of the General Assembly’s Meeting 22:00
Percentage of Attending Shareholders 43.70%
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 attended the Extraordinary General Assembly meeting:

1. Mr. Yousuf Saleh Aba Al-Khail – Chairman

2. Mr. Abdulaziz AbdulKarim AL-Khereiji – Vice Chairman

3. Mr. Sami Ibrahim Al-Essa – Board member

4. Mr. Majed Abdullah Al-Essa – Board member

5. Mr. Asim Saad Al-Juraid– Board member

6. Mr. Mohammed Abdulmohsin Al-Qurainees – Board member

7. Mr. Majed Mohammed Aldakheel – Board member

The following members of the Board of Directors were absent from attending the General Assembly Meeting:

1. Mr. Mutaib Mohamed Al-Shathri – Board 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 the Chairmen of the Committees attended the Extraordinary General Assembly meeting:

1. Mr. Yousuf Saleh Aba Al-Khail – Chairman of the Executive Committee

2. Mr. Mohammed Abdulmohsin Al-Qurainees - Chairman of the Remuneration and Nominations Committee

3. Mr. Ahmed Suleiman Al-Muzaini – Chairman of the Audit Committee

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. The Board of Directors' annual report for the financial year ending on December 31, 2024, was reviewed and discussed.

2. Approval of the auditor’s report for the financial year ending on 31-12-2024 after discussion.

3. The financial statements for the financial year ending on December 31, 2024, were reviewed and discussed.

4. Approval to authorize the Board of Directors to distribute interim cash dividends on a quarterly/semi-annual basis for the financial year 2025.

5. Approval of the election of the Board of Directors from among the nominated candidates for the upcoming term, which begins on April 1, 2025, and lasts for four years, ending on March 31, 2029. The following members were elected:

1. Mr. Youssef Saleh Mansour Abalkhail

2. Mr. Abdulaziz Abdulkarim Al-Khuraiji

3. Mr. Ahmed Saeed Abdullah Al-Ghamdi

4. Mr. Mohammed Hamad Rashid Al-Kathiri

5. Mr. Majid Abdullah Suleiman Al-Issi

6. Mr. Abdullah Juman Mohammed Al-Zahrani

7. Mr. Salah Abdulrahman Saleh Al-Hizami

8. Mr. Muath Khaled Abdullah Al-Zamil

6. The delegation to the elected Board of Directors with the authorities of the Ordinary General Assembly, as stipulated in paragraph (1) of Article twenty-seven of the Companies Law, for a period of one year from the date of the General Assembly's approval or until the end of the authorized Board term, whichever comes first, in accordance with the conditions stated in the Implementing regulations of the companies law for listed joint-stock companies, was approved.

7. Approval of the amendment to Article Three of the Company’s Articles of Association, related to the company’s headquarters.

8. Approval of the amendment to Article Five of the Company’s Articles of Association, related to the company’s duration.

9. Approval of the amendment to Article Six of the Company’s Articles of Association, related to the company’s capital.

10. Approval of the amendment to Article Seven of the Company’s Articles of Association, related to participation and ownership in companies.

11. Approval of the amendment to Article Ten of the Company’s Articles of Association, related to the sale of unpaid shares.

12. Approval of the amendment to Article Twenty-Four of the Company’s Articles of Association, related to the Board’s authorities.

13. Approval of the amendment to Article Twenty-Five of the Company’s Articles of Association, related to the remuneration of Board members.

14. Approval of the amendment to Article Twenty-Six of the Company’s Articles of Association, related to the authorities of the Chairman, Vice Chairman, CEO, and Secretary.

15. Approval of the amendment to the Remuneration Policy for the Board members, Board committees, and executive management.

16. Approval of the amendment to the policy of board membership Standards and Procedures.

17. Approval of the transactions and contracts between the company and Natural Gas Distribution Company, in which Board Member Eng. Majid bin Abdullah Al-Essa has an indirect interest as a representative of the company. The company's main activity involves purchasing and distributing natural gas to factories in the Second Industrial City in Riyadh. The transaction value for 2024 amounted to SAR 45.5 million, related to purchase orders under prevailing commercial terms without preferential treatment.

18. Approval of the transactions and contracts between the company and Ceramic Pipes Company (a subsidiary), in which Board Member Eng. Majid bin Abdullah Al-Essa has an indirect interest as a representative of the company. The company’s main activity involves manufacturing and selling ceramic pipes. The transaction value for 2024 amounted to SAR 24.5 million, related to loans and debt settlements provided as financial support without financing charges.

19. Approval of the transactions and contracts between the company and Ceramic Pipes Company (a subsidiary), in which Board Member Eng. Majid bin Abdullah Al-Essa has an indirect interest as a representative of the company. The company’s main activity involves manufacturing and selling ceramic pipes. The transaction value for 2024 amounted to SAR 702 thousands, related to product sales under prevailing commercial terms without preferential treatment.

20. Approval of the transactions and contracts between the company and Chubb Arabia Cooperative Insurance Company, in which Vice Chairman Mr. Abdulaziz Abdulkarim Al-Khereiji has an indirect interest through his membership in Chubb Insurance’s Board of Directors. The company’s main activity involves cooperative insurance. The transaction value for 2024 amounted to SAR 144 thousand, related to an insurance policy under prevailing commercial terms without preferential treatment.

21. Approval of appointing Ibrahim Ahmed Al-Bassam & Partners Certified Public Accountants (Al-Bassam & Partners) as the company’s external auditor from among the nominees, based on the recommendation of the Audit Committee, to review and audit the company’s financial statements for the second and third quarters and the annual financial statements for the fiscal year 2025, as well as the first quarter of the fiscal year 2026, for a fee of SAR 655,000 (excluding VAT).

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