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Eastern Province Cement Co. Invites its shareholders to attend the 48th Ordinary General Assembly Meeting (First Meeting) which will be held online by modern technology

EPCCO 3080 -4.08% 35.25 -1.50
Element List Explanation
Introduction The Board of Directors of Eastern Province Cement Co. is pleased to invite its shareholders to attend the 48th Ordinary General Assembly Meeting (First Meeting) which will be held online by modern technology provided using Tadawulaty system, for ensuring the safety of the Saudi Capital Market dealers within the framework of enhancing the preventive and precautionary efforts and measures issued by the competent health authorities to control the spread of Corona virus (Covid-19) and in continuation of the on-going efforts exerted by all government authorities in Saudi Arabia to control the spread of the virus.
City and Location of the General Assembly's Meeting Head office, Eastern Cement Tower, King Fahad Road, AL Rawabi Dist. Khobar City
URL for the Meeting Location https://www.tadawulaty.com.sa
Date of the General Assembly's Meeting 2021-04-11 Corresponding to 1442-08-29
Time of the General Assembly's Meeting 19:00
Attendance Eligibility The shareholders registered with the Securities Depository Center at the end of trading session before the assembly meeting according to the applicable polices and regulations.
Quorum for Convening the General Assembly's Meeting In terms of provisions of article (32) of the Company’s Articles of Association, the quorum of the General assembly meeting will be attained by the attendance of shareholders representing at least one fourth of the capital. However, if the quorum necessary for the meeting is not achieved, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting will be valid whatever the number of shares represented in the meeting.
General Assembly Meeting Agenda 1- Voting on the Board of Directors' report for the fiscal year ended on 31/12/2020G.

2- Voting on the auditor's report of the company accounts for the fiscal year ended on 31/12/2020G.

3- Voting on the financial statements for the fiscal year ended on 31/12/2020G.

4- Voting on the Board’s recommendations to distribute dividends to the shareholders with a total amount of (SAR 215,000,000) for the fiscal year ended on 31/12/2021G the dividend per share is (SAR 2.50) representing 25% of the share Par value. Number of shares eligible for dividends is 86,000,000 shares, entitlement to dividends is for shareholders holding the shares by the end of the trading day of the assembly date, and who are registered in the company's shareholders register held with the Securities Depository Center Company (Depository Center) at the end of the second trading day following the eligibility date. The distribution of dividends begins on Wednesday 28/04/2021G (Attached).

5- Voting on discharging the members of the Board of Directors from liability for the fiscal year ended on 31/12/2020G.

6- Voting on payment of (SAR 1,800,000) as remuneration to the Board members for the fiscal year ended on 31/12/2020G.

7- Voting on appointing the auditor for the Company from among the candidates based on the Audit Committee's recommendation. The appointed auditor shall examine, review and audit the second, third, and annual financial statements, of the fiscal year 2021G., and the first quarter of the fiscal year 2022G., and the determination of the auditor's remuneration.

8- Voting on delegating the Board of Directors to distribute interim dividends on biannual or quarterly basis for the fiscal year 2021G.

9- Voting on the transactions and contracts that will be concluded between the company and the Arab Yemen Cement Company Limited (an associate company) in which the members of the Board of Directors mentioned below have an indirect interest without any preferential terms, where the Eastern Province Cement Company is represented in the Board of Directors of the Arab Yemen Cement Company Limited by three members of its Board of Directors and they are: (1) Dr. Zamil Abdulrahman Al Mokren (Non-Executive). (2) Mr. Ibrahim Salem Al Ruwais (Non-executive). (3) Eng. Fahd Rashed Al Otaibi (Executive). The nature of these transactions and contracts is represented in cash sums that the Eastern Province Cement Company will receive from the associate company in order to transfer them to some of the associate's suppliers, as the associate company faces some difficulties finalizing its bank transfers to and from the Republic of Yemen, noting that the balance of these transactions and contracts has reached SAR (7) million as on 31/12/2020G compared with (SAR 63 million as on 31/12/2019G). Such transactions and contracts will continue until the difficulties facing the associate are over (Attached).

10- Voting on the transactions and contracts concluded between the company and Al-Dawaa Medical Services Company Ltd., where the Chairman of the Board of Directors of the Eastern Province Cement Company Mr. Mohammad Saad Al Faraj Al Subaie is the CEO of Al-Dawaa Medical Services Company Ltd., and the member of the Board of Directors of the Eastern Province Cement Company, Mr. Waleed Mohammad Al-Jaafari is the Chairman of Al-Dawaa Medical Services Company Ltd., and the nature of these transactions and contracts is to rent administrative offices to Al-Dawaa Medical Services Company Ltd. in the Eastern Province Cement Company tower for a period of five Hijri years at an amount of (SAR 1,649,830) per annum, although its an indirect interest without any preferential terms (Attached).

11- Voting on the formation of the audit committee, defining its tasks, work controls, and remuneration of committee members for the new term, starting from the date of the assembly on 11/04/2021G until the end of the board term on 28/01/2024G.The (CVs enclosed) are: (1) Mr. Ibrahim Salem Al Ruwais (Non-Executive). (2) Mr. Waleed Mohammad Al-Jaafari (Independent). (3) Mr. Abdulaziz Abdulrahman Al Khanin (Independent). (4) Mr. Majed Saleh Al Rajhi (Independent). (5) Dr. Jasem Shaheen Al Rumaihi (non-board member as an independent candidate whose is specializing in financial and accounting fields).

12- Voting on amending the Regulations of Nominations and Remuneration Committee (Attached).

13- Voting on amending the Policy of Remuneration of board of directors, board of committees and executive management (Attached).

Proxy Form
E-Vote The shareholders registered on the electronic trading service website (Tadawulaty) can vote remotely on the general assembly meeting's agenda, as of 10:00 am on Monday, 23/08/1442H corresponding to 05/04/2021G until the end of the assembly's meeting. Registration and voting in Tadawulati services will be available and free for all shareholders through the following link: www.tadawulaty.com.sa
Eligibility for Attendance Registration and Voting The eligibility to attend the general assembly meeting and voting on the meeting’s agenda for all attendees will end when the vote-counting committee finalizes its vote counting work.
Method of Communication For any inquiry, please contact us on phone number 966138812222 Ext. 4405 or email [email protected]
Additional Information The company urges its shareholders to update their data with the Securities Depository Center to ensure that the dividends are deposited in their accounts with banks on the date of distribution of profits. Meanwhile, the shareholders are also urged to deposit all certificates in their hands, if any, in their investment portfolios by handing these certificates to the Securities Depository Center Company. However, please note that the dividends of non-resident foreign shareholders will be subject to a 5% withholding tax in accordance with the Article (68) of the tax law and Article (63) of its Implementing Regulations.
Attached Documents   

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