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The announcement of Yamama Cement Company regarding the results of the Extraordinary General Assembly Meeting (Second Meeting)

YC 3020 -7.88% 33.44 -2.86
Element List Explanation
Introduction Yamama Cement Company announces the results of the 20th Extraordinary General Assembly Meeting (Second Meeting)
City and Location of the General Assembly's Meeting Riyadh - By using modern technology from the company's headquarters
Date of the General Assembly's Meeting 2025-04-14 Corresponding to 1446-10-16
Time of the General Assembly’s Meeting 20:00
Percentage of Attending Shareholders 41.52
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The names of the board members present at the assembly are as follows:

Prince/ Nayef bin Sultan bin Mohammed bin Saud Al-Kabeer (Chairman of the Board)

Engineer/ Abdullah bin Abdulrahman Al-Obaikan (Vice Chairman)

Prince/ Sultan bin Khalid bin Mohammed bin Saud Al-Kabeer (Chairman of the Compensation and Nominations Committee)

Mr./ Fahd bin Thunayan Al-Thunayan

Engineer/ Faisal bin Suleiman Al-Rajhi

Dr./ Sultan bin Saleh Al-Salem

Mr./ Faraj bin Saad Al-Qubani

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf Prince/ Sultan bin Khalid bin Mohammed bin Saud Al-Kabeer (Chairman of the Remuneration and Nominations Committee)

Mr./ Raed bin Ali Al-Saif (Chairman of the Audit Committee)

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. The Board of Directors' report for the fiscal year ending on 31-12-2024 was reviewed and discussed.

2. The financial statements for the fiscal year ending on 31-12-2024 were reviewed and discussed.

3. The auditors' report for the fiscal year ending on 31-12-2024 was approved and discussed.

4. Approval was granted to discharge the members of the Board of Directors for the fiscal year ending on 31-12-2024.

5. Approval of the appointment of the company's auditors (Al-Khurashi & Partners, Accountants and Legal Auditors) from among the candidates, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the second and third quarters, as well as the annual financial statements for the fiscal year 2025, and the first quarter of the fiscal year 2026, and to determine their fees.

6. The Board's recommendation to distribute cash dividends of 202,500,000 SAR to shareholders for the fiscal year ending on 31 December 2024 was approved, with a dividend of 1.00 SAR per share, representing 10% of the nominal value of each share. Shareholders who own shares at the end of the trading day of the General Assembly meeting, and who are registered in the company's shareholder register at the Securities Depository Center by the end of the second trading day after the entitlement date, will be entitled to receive dividends. The dividends will be distributed on Sunday, 04 May 2025.

7. Approval was granted for the transactions and contracts between the company and the Yemeni-Saudi Cement Company, in which the Chairman of the Board, Prince Nayef bin Sultan bin Mohammed bin Saud Al-Kabeer, has an indirect interest. The transactions involve guarding expenses for the factory in Yemen during 2024, with no preferential terms, amounting to 57,000 SAR.

8. Approval was granted for the transactions and contracts between the company and the Arab Shield Cooperative Insurance Company, in which the Chairman of the Board, Prince Nayef bin Sultan bin Mohammed bin Saud Al-Kabeer, and the Vice Chairman of the Board, Engineer Abdullah bin Abdulrahman Al-Obaikan, have an indirect interest. The transactions involve cooperative insurance during 2024, with no preferential terms, amounting to 17,381 thousand SAR.

9. Approval was granted for the transactions and contracts between the company and Zain Saudi Arabia, in which the Chairman of the Board, Prince Nayef bin Sultan bin Mohammed bin Saud Al-Kabeer, has an indirect interest. The transactions involve providing telecommunications services during 2024, with no preferential terms, amounting to 1,833 thousand SAR.

10. Approval was granted for the transactions and contracts between the company and Obaikan Digital Solutions (Shamil), in which the Vice Chairman of the Board, Engineer Abdullah bin Abdulrahman Al-Obaikan, has a direct interest. The transactions involve the development of purchase services during 2024, with no preferential terms, amounting to 748 thousand SAR.

11. Approval was granted for the transactions and contracts between the company and Sahil Al-Madar Trading Company, in which the Vice Chairman of the Board, Engineer Abdullah bin Abdulrahman Al-Obaikan, has a direct interest. The transactions involve the development of logistics services during 2024, with no preferential terms, amounting to 5,129 thousand SAR.

12. Approval was granted to disburse an amount of 2,100,000 SAR as a reward for the members of the Board of Directors for the fiscal year ending on 31-12-2024.

13. Approval was granted to amend the Board of Directors' and its committees' reward policy, as well as the executive management policy.

14. Approval was granted to amend the Board of Directors' membership policy.

15. Approval was granted to amend Article (4) of the company’s Articles of Association related to the company's purposes.

16. Approval was granted to amend Article (5) of the company’s Articles of Association related to participation and ownership.

17. Approval was granted to amend Article (6) of the company’s Articles of Association related to the duration of the company.

18. Approval was granted to amend Article (7) of the company’s Articles of Association related to the capital.

19. Approval was granted to amend Article (8) of the company’s Articles of Association related to share subscription.

20. Approval was granted to cancel Article (10) of the company’s Articles of Association related to the sale of unpaid shares.

21. Approval was granted to amend Article (12) of the company’s Articles of Association related to the sale of treasury shares.

22. Approval was granted to amend Article (18) of the company’s Articles of Association related to company management.

23. Approval was granted to amend Article (22) of the company’s Articles of Association related to the rewards of Board members.

24. Approval was granted to add new items to Article (23) of the company’s Articles of Association related to the powers of the Chairman, Vice Chairman, and Secretary.

25. Approval was granted to amend Article (41) of the company’s Articles of Association related to profit entitlement.

26. Approval was granted to add a new article to the company's Articles of Association related to profit distribution.

27. Approval was granted to rearrange the provisions of the company's Articles of Association to align with the proposed amendments.

28. Approval was granted to elect Mr. Salman bin Abdulmohsen Al-Sudairy as an "Independent" member of the Board of Directors in the additional seat for the current term of the Board, which began on 29 March 2024 and will end on 28 March 2028.

Additional Information In case of any inquiries, please contact Investors Relations at the following Numbers: 0114085720

or email: IR@Yamamacement.com

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