Qassim Cement Company announces the results of the extraordinary general assembly 51 meeting which included approving the increase of the company’s capital (first meeting)

Qassim Cement Company (“QCC” or the “Company”) is pleased to announce the results of its 51st extraordinary general assembly meeting (the “EGM”) held 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.

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

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

Percentage of Attending Shareholders:
55.81%

Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees;
The meeting was attended by all board members as follows:

1- Dr. Mohamed bin Nasir Al-Dawood (Chairman of the Board of Directors).

2- Eng. Muteb Bin Mohammed Al-Shathri (Vice Chairman)

3- Eng. Omar bin Abdullah Al-Omar (CEO).

4- Mr. Saad bin Ibrahim Al-Mushawah.

5- Mr. Abdulrahman bin Mohammed Al-Rawawf.

6- Mr. Tariq bin Khalid Al-Marshoud.

7- Eng. Ahmed bin Saleh Al-Sultan.

8- Mr. Osama bin Nasser Al-Saif.

9- Dr. Ghazi bin Abdulrahim Al-Rawi.

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf:

1- Dr. Muhammad bin Nasser Al-Dawood (Chairman of the Board of Directors and the Executive Committee Chair).

2- Mr. Saad bin Ibrahim Al-Mushawah (Audit Committee Chair).

3- Mr. Abdulrahman bin Mohamed Al-Rawwaf (Nomination and Remuneration Committee Chair).

Voting Results on the Items of the General Assembly's Meeting Agenda's:
Approving 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 approving 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.

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

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

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

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.

Additional Information:
Given that QCC’s EGM approved the Transaction’s resolutions, and HCC’s EGM also approved the Transaction’s resolutions, the Transaction completed on the date of these approvals.
The Company will announce the finalization of other complementary steps, mainly the deposit of the new shares to HCC’s entitled shareholders and their listing.

The Transaction’s completion has resulted in QCC’s capital increase through the issuance of new shares to HCC’s entitled shareholders, according to the following:

1- QCC’s capital increase 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, and the increase of its shares from ninety million (90,000,000) ordinary shares to one hundred ten million five hundred and fifty-nine thousand (110,559,000) ordinary shares.

2- The capital increase represents a 22.8% increase in the previous capital, and will result in decrease in the shareholding of the current QCC shareholders (without taking into consideration their ownership in HCC, if any, and QCC’s indirect ownership) to 81.4% of QCC’s total share capital after the Transaction’s completion

3- The reason for the increase is to acquire all of HCC’s shares.

4- The issuance of 0.21 new share in QCC for each share in HCC, as set out in the Shareholders’ Circular issued by QCC.

5- Eligibility will be to HCC’s shareholders who are registered in HCC’s shareholders’ register at the end of the second trading period following the date of the Transaction’s completion.

As to fractional shares due to entitled HCC shareholders, such fractional shares will be aggregated and sold in the market on behalf of the entitled HCC shareholders, and the proceeds will be distributed to the entitled shareholders each per its shareholding, after deduction of costs.

For further information about the capital increase and the Transaction and its terms and conditions as well as other matters related to it, please refer to the Shareholders’ Circular published by QCC.