Qassim Cement Company invites its shareholders to attend the extraordinary general assembly 51 meeting which includes the increase of the company’s capital (first meeting)

The board of directors of Qassim Cement Company (“QCC” or the “Company”) is pleased to invite its shareholders to attend and vote at its 51st extraordinary general assembly meeting (the “EGM”) scheduled at 18:30 on Monday 10-06-2024G corresponding to 04-12-1445H which includes the increase of the Company’s capital (first meeting) by personal attendance, and remotely by means of contemporary technology using Tadawulaty platform.

City and Location of the Extraordinary General Assembly's Meeting:
Buraidah - Radisson Blue Hotel and Via modern technology means.

Hyperlink of the Meeting Location:  Click Here

Date of the General Assembly's Meeting:
2024-06-10 Corresponding to 1445-12-04

Time of the General Assembly’s Meeting:
18:30

Methodology of Convening the General Assembly’s Meeting:
Attendance in-person and via modern technology means.

Attendance Eligibility, Registration Eligibility, and Voting End:
Any shareholder registered in the Company’s share register at the Securities Depository Center Company (Edaa) at the end of the trading session preceding the EGM, as per the laws and regulations, has the right to attend the EGM as well as the right to delegate another person to attend other than the board of directors. The eligibility to register to attend the EGM ends at the time of convening the EGM.

It is worth noting that, according to Paragraph (n) of Article (3) of the Merger and Acquisition Regulations, a shareholder who holds shares in both QCC and Hail Cement Company (“HCC”) is not entitled to vote on resolutions relating to the Transaction (as defined in the agenda below) except in the EGM of one of the companies, and in the event a shareholder votes in both EGMs, his vote will only be counted in one of them. For more details about the voting of related parties, please review the Shareholders’ Circular to be published by the Company.

Quorum for Convening the General Assembly's Meeting:
Pursuant to Article (36) of the bylaws, the EGM will be quorate if attended by shareholders representing at least half of the voting shares. In case this quorum is not met, a second meeting will be held within one hour of the scheduled time for the first meeting, and this second meeting will be valid if attended by shareholders representing at least one quarter of voting shares.

Meeting Agenda:
Voting on the increase of QCC’s capital from nine hundred million (900,000,000) Saudi Riyals to one billion one hundred five million five hundred ninety thousand (1,105,590,000) Saudi Riyals, which represents a (22.8%) increase in the current capital, for the purpose of acquiring all of Hail Cement Company’s (HCC) shares according to Article (26) of the Merger and Acquisition Regulations issued by the Capital Market Authority, through issuing twenty million five hundred fifty nine thousand (20,559,000) ordinary shares with a nominal value of (10) Saudi Riyals per share, which represent (0.21) share in QCC per each HCC share, according to the terms and conditions of the Implementation Agreement related to the Transaction entered into between QCC and HCC on 08/06/1445H (corresponding to 21/12/2023G), including the voting on the following matters related to the Transaction as of the date of the Transaction’s completion:

a) The terms of the Implementation Agreement.

b) The increase of QCC’s capital from nine hundred million (900,000,000) Saudi Riyals to one billion one hundred five million five hundred ninety thousand (1,105,590,000) Saudi Riyals for the purpose of acquiring all HCC shares which are (97,900,000) shares according to the terms and conditions of the Implementation Agreement, and this increase shall be effective upon the approval of QCC and HCC’s Transaction’s EGMs (the “Transaction’s completion”).

c) Amending Article (7) of the bylaws relating to (Capital), to be effective from the date of the Transaction’s completion. (attached)

d) Amending Article (8) of the bylaws relating to (Subscription to Shares), to be effective from the date of the Transaction’s completion. (attached)

e) Amending Article (19) of the bylaws relating to (Company’s Management), to be effective from the date of the Transaction’s completion. (attached)

f) According to the Implementation Agreement, appointing HCC’s candidates, namely Mr. Abdulmalik Khaled Suleiman AlRajhi and Mr. Abdulaziz Majed Al-Kassabi, in the new seats of QCC board of directors. (CVs attached)

g) The authorization of the QCC’s board of directors, or any person authorized by the board, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

Proxy Form:

The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right:
Shareholders have the right to discuss the items listed on the agenda of the EGM and to pose questions during the EGM meeting. All shareholders who are registered in Tadawulaty will be able to remotely vote on the EGM’s agenda items or vote in person in accordance with the assembly procedures.

Details of the electronic voting on the Assembly’s agenda:
Shareholders registered in Tadawulaty can vote remotely on the EGM’s agenda items starting from 1 AM of Thursday 06-06-2024G corresponding to 29-11-1445H, until the vote collection committee concludes its work. Registering and voting through Tadawulaty services is available free of charge to all shareholders through this link www.tadawulaty.com.sa

Method of Communication in Case of Any Enquiries:
For any further inquiries regarding any of the EGM’s agenda items, please contact the Investors Relations Department during working hours on the phone number: 0163165510 or 0163165513, or through email on: ga@qcc.com.sa

Additional Information:
It is worth noting that the agenda item is a condition for the completion of the Transaction. If the item was not approved by the requisite majority or if any other condition of the Transaction per the implementation agreement is not met, the Transaction will not complete. If both of QCC and HCC’s EGMs approve the Transaction resolutions, and all other conditions were met, then the Transaction will complete, which will entail the increase in QCC’s capital. Upon Transaction completion, HCC’s shareholders who are registered in the shareholders’ register of HCC at the end of the second trading period following the date of completion will receive (0.21) share in QCC for each HCC share owned.

For more details about the Transaction, its terms and conditions, and all matters related to it, including the related risks and the steps and procedures to complete the Transaction, shareholders should refer to the Shareholders’ Circular which will be published by the Company in due course. We note the importance of reviewing the Shareholders’ Circular in its entirety before making any decisions related to the Transaction.

For delegation of in-person attendance, the Company notes that delegation and authentication procedures outlined in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies must be adhered to. All attendees must bring their identification and must arrive before the EGM with a sufficient time to finalize registration process.

Shareholders can attend through modern technology means via: (https://www.tadawulaty.com.sa)

Attached Documents: