4
/ 2018
Arabian cement company (ACC) invites its Shareholders to Attend the Extraordinary General Assembly meeting (First Meeting) virtually, Via
Online communication
Clarification Element List
Arabian Cement Company Board of Directors are pleased to invite the honorable shareholders to participate and vote in the Extraordinary General Assembly Meeting (the first meeting), to be held at 6:30 PM on Sunday 22 Dhul-Qa’da 1444H corresponding to 11 June 2023, via technology communication means using Tadawulaty platform.
Introduction
Via online communication means at the company's headquarters in Jeddah.
The place and city of the General Assembly
www.tadawulaty.com.sa Link of the Meeting
22-11-1444H corresponding to 11-06-2023 Date of the Assembly
18:30 Time of the Assembly
In accordance with the applicable rules and regulations, each shareholder registered in the company's shareholder register in the depository center at the end of the trading session preceding the general assembly meeting is entitled to attend the assembly meeting.
The right to attend
According to clause (38) of the Company’s Articles of Association, the presence of a number of shareholders representing at least (50%) of the company’s capital is required for the convening of this extraordinary general assembly to be valid. If this quorum is not available in the first meeting, the second meeting will be held an hour after the period specified for the first meeting has expired, and the second meeting is valid if attended by shareholders representing at least (25%) of the capital.
The quorum required for the assembly to
convene
1. To vote on amending the policies, standards, and criteria for membership in the Board of Directors. (Attached).
2. To vote on amending Article (1) of the company's bylaws related to establishment. (Attached).
3. To vote on amending Article (4) of the company's bylaws related to shareholding and ownership in companies (Attached).
4. To vote on amending Article (6) of the company’s bylaws related to the company. (Attached).
5. To vote on amending Article (7) of the company's bylaws related to the company capital.
(Attached).
6. To vote on amending Article (9) of the company's bylaws related to Preferred Shared and the purchase and transfer of the company's shares. (Attached).
7. To vote on amending article (10) of the company's bylaws related to the sale of undervalued shares. (Attached).
8. To vote on amending Article (11) of the company's bylaws related to issuing shares. (Attached).
9. To vote on amending Article (12) of the company's bylaws related to the shared trading and shareholder's record. (Attached).
10. To vote on amending Article (13) of the company's bylaws related to the shareholders register.
(Attached).
11. To vote on amending Article (14) of the company's bylaws related to increasing the capital.
(Attached).
12. To vote on amending Article (15) of the company's bylaws related to the reduction of capital.
(Attached).
13. To vote on amending Article (16) of the company's bylaws related to the company purchase and mortgage of its shares. (Attached).
14. To vote on amending Article (17) of the company's bylaws related to shareholders' obligations.
(Attached).
15. To vote on amending Article (19) of the company's bylaws related to the issuing of deeds and instruments. (Attached).
16. To vote on amending Article (20) of the company's bylaws related to the management company.
(Attached).
Assembly Agenda
Clarification Element List
17. To vote on amending Article (21) of the company's bylaws related to the conditions of membership of the Board of Directors. (Attached).
18. To vote on amending Article (22) of the company's bylaws related to the Board membership termination. (Attached).
19. To vote on amending Article (23) of the company's bylaws related to the vacant position on the Board. (Attached).
20. To vote on amending Article (24) of the company's bylaws related to the Board authority.
(Attached).
21. To vote on amending Article (25) of the bylaws related to the Board Member's Remuneration.
(Attached).
22. To vote on amending Article (26) of the company's bylaws related to the Chairman of the Board authority, the Board Deputy, the Managing of Directors, and the Board Secretary. (Attached).
23. To vote on amending Articles (27) of the company's bylaws related to the Board meetings.
(Attached),
24. To vote on amending Article (28) of the company's bylaws related to the Board meeting Quorum and its resolutions. (Attached).
25. To vote on the addition of a new article to the company's bylaws related to issuing decisions on urgent matters from the Board. (Attached).
26. To vote on amending Article (29) of the company's bylaws related to the Board discussions and its minutes of meetings. (Attached).
27. To vote on amending Article (30) of the company's bylaws related to the disclosure of personal interests. (Attached).
28. To vote on amending Article (31) of the company's bylaws related to the attendance of meetings.
(Attached).
29. To vote on amending Article (32) of the company's bylaws related to the competencies of the Ordinary General Assembly. (Attached).
30. To vote on amending Article (33) of the company's bylaws related to the competencies of the Extraordinary General Assembly. (Attached).
31. To vote on amending Article (34) of the company's bylaws related to the associations of invitation.
(Attached).
32. To vote on amending Article (35) of the company's bylaws related to the publication of the invitation. (Attached).
33. To vote on amending Article (36) of the company's bylaws related to the attendance register of associations. (Attached).
34. To vote on amending Article (37) of the company's bylaws related to the Quorum of the Ordinary General Assembly meeting. (Attached).
35. To vote on amending Article (38) of the company's bylaws related to the Quorum of the Extraordinary General Assembly meeting. (Attached).
36. To vote on amending Article (39) of the company's bylaws related to voting in the associations.
(Attached).
37. To vote on amending Article (40) of the company's bylaws related to the resolutions of the assembly. (Attached).
38. To vote on amending Article (41) of the company's bylaws related to the discission on the assemblies. (Attached).
39. To vote on amending Article (42) of the company's bylaws related to the chairmanship of association and the preparation of minutes. (Attached).
40. To vote on deletion Article (43) of the company's bylaws related to the formation of the audit committee. (Attached).
41. To vote on deletion Article (44) of the company's bylaws related to the Quorum of the audit committee. (Attached).
42. To vote on deletion Article (45) of the company's bylaws related to the terms of reference of the audit committee. (Attached).
43. To vote on deletion Article (46) of the company's bylaws related to the reports of the audit committee. (Attached).
44. To vote on amending Article (47) of the company's bylaws related to the appointment of the auditor. (Attached).
45. To vote on amending Article (48) of the company's bylaws related to the authority of the auditor.
(Attached).
46. To vote on amending Article (49) of the company's bylaws related to the financial year. (Attached),
Clarification Element List
47. To vote on amending Article (50) of the company's bylaws related to the financial documents.
(Attached).
48. To vote on amending Article (51) of the company's bylaws related to the formation of reserves and the distribution of profits. (Attached).
49. To vote on amending Article (52) of the company's bylaws related to the accrual of profits.
(Attached).
50. To vote on deletion Article (53) of the company's bylaws related to the distribution of profits for preferred shares. (Attached).
51. To vote on deletion Article (54) of the company's bylaws related to the company's losses.
(Attached).
52. To vote on amening Article (55) of the company's bylaws related to the claim of liability.
(Attached).
53. To vote on amending Article (56) of the company's bylaws related to termination of the company.
(Attached).
54. To vote on amending Article (57) of the company's bylaws related to final previsions. (Attached).
55. To vote on amending Article (58) of the company's bylaws related to filing and publishing.
(Attached).
56. To vote on the order of articles of the company's bylaws and numbering them to comply with the proposed amendment in the above items (from 2 to 55 due to the deletion of some articles) if approved. (Attached.)
Attached Proxy Form
Shareholders registered on the Tadawulaty services website will be able to vote remotely on the items of the Extraordinary General Assembly meeting, through the (electronic voting) service, starting from 01:00 on Wednesday 18 Dhul Qi'dah 1444 AH corresponding to June 7, 2023, until the end of the meeting time on Sunday 22 Dhul Qidah 1444 AH corresponding to June 11, 2023. Registration and voting in Tadawulaty services will be available to all shareholders using the following link: www.tadawulaty.com.sa
Electronic Voting
The right to register to attend the assembly meeting ends at the time of the assembly meeting. In addition, the right to vote on the items of the general assembly for those present ends when the counting committee finishes counting the votes, and the shareholder has the right to discuss the topics on the agenda of the assembly and ask questions.
The Right to register attendance and vote
In the event of an inquiry about the items of the general assembly, please contact the Investors Relations at (0126948110) or by e-mail: [email protected]
OR via mail: Arabian Cement Company (Attention: Investors Relations) National Address: 8605 King Abdulaziz Road - Al Nahda District - Jeddah 23523
Contact information
