| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Ceramic Company is pleased to announce the results of the Ordinary General Assembly Meeting (First Meeting), which was held via modern technology at 08:00 PM on Tuesday, 31/03/2026, corresponding to 12/10/1447H, after the legal quorum required for the validity of the Ordinary General Assembly Meeting was met in accordance with the Company’s bylaws. |
| City and Location of the General Assembly's Meeting | Remotely via modern technology means. |
| Date of the General Assembly's Meeting | 2026-03-31 Corresponding to 1447-10-12 |
| Time of the General Assembly’s Meeting | 20:00 |
| Percentage of Attending Shareholders | 29.42% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following members of the Board of Directors attended the Ordinary General Assembly Meeting: 1. Mr. Yousef bin Saleh AbalKhail – Chairman of the Board 2. Mr. Abdulaziz bin Abdulkarim AlKhereiji – Vice Chairman of the Board. 3. Eng. Majed bin Abdullah Alissa – Board Member. 4. Eng. Ahmed bin Saeed AlGhamdi – Board Member. 5. Mr. Salah bin Abdulrahman Alhuzami – Board Member 6. Dr. Mohammed bin Hamad AlKathiri – Board Member. 7. Dr. Muath bin Khalid AlZamil – Board Member. 8. Mr. Abdullah bin Jamaan AlZahrani – Board Member. |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | The following chairpersons of the Board’s committees attended the Meeting: 1. Mr. Yousef bin Saleh AbalKhail – Chairman of the Executive Committee. 2. Dr. Mohammed bin Hamad AlKathiri – Chairman of the Nomination and Remuneration Committee. 3. Mr. Abdullah bin Jamaan AlZahrani – 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 ended 31 December 2025 was reviewed and discussed. 2. The External Auditor’s Report for the fiscal year ended 31 December 2025 was approved following discussion. 3. The Financial Statements for the fiscal year ended 31 December 2025 were reviewed and discussed. 4. The Board of Directors was authorized to distribute interim dividends on a quarterly and semi-annual basis for the fiscal year ending 31 December 2026. 5. The Remuneration and Nomination Committee Charter was approved as amended. 6. The Audit Committee Charter was approved as amended. 7. The General Assembly approved delegating to the Board of Directors the powers of the Ordinary General Assembly as stipulated in paragraph (1) of Article (27) of the Companies Law, for a period of one year from the date of approval or until the end of the Board’s term, whichever is earlier, in accordance with the Implementing Regulations of the Companies Law for listed joint-stock companies. 8. The Board of Directors’ recommendation to distribute cash dividends to shareholders for the second half of the fiscal year ended 31 December 2025 was approved, amounting to SAR 49,840,000, at SAR 0.50 per share, representing 5% of the nominal value per share. Accordingly, total dividends distributed for the fiscal year ended 31 December 2025 amount to SAR 99,680,000, at SAR 1.00 per share, representing 10% of the nominal value per share. Eligibility shall be for shareholders owning shares at the end of the trading day of the General Assembly meeting and registered in the Company’s shareholders register with the Securities Depository Center (Edaa) at the end of the second trading day following the meeting date. Dividend distribution will commence on 14 April 2026. 9. The appointment of Ibrahim Ahmed Al-Bassam & Co. (Al-Bassam & Partners), Certified Public Accountants, as the Company’s External Auditor was approved, based on the recommendation of the Audit Committee, to review and audit the financial statements for the second and third quarters and the annual financial statements for the fiscal year ending 31 December 2026, as well as the first quarter of the fiscal year ending 31 December 2027. Their fees were approved at SAR 695,000, excluding VAT. 10. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Natural Gas Distribution Company were approved. Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to the purchase of natural gas used in operations, amounting to SAR 54.7 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 11. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Ceramic Pipes Company (a subsidiary) were approved. Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to the purchase of materials used in operations, amounting to SAR 0.41 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 12. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Ceramic Pipes Company (a subsidiary) were approved. Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to product sales amounting to SAR 3.6 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 13. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and CHUBB Arabia Cooperative Insurance Company were approved. Vice Chairman Mr. Abdulaziz Abdulkarim Al-Khuraiji (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to an insurance policy amounting to SAR 0.93 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 14. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Best Distributor Company (Tazweed) were approved. Board Member Dr. Mohammed Hamad Rashid Al-Kathiri (Independent Member) has an indirect interest therein through his membership on the Board of Directors of National Gas & Industrialization Company, the parent company of Best Distributor. The transactions relate to the purchase of natural gas used in operations, amounting to SAR 1.7 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 15. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Gulf Insurance Group were approved. Chairman Mr. Yousef Saleh Mansour Aba Al-Khail (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to an insurance policy amounting to SAR 0.1 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. 16. The transactions and contracts concluded during the fiscal year ended 31 December 2025 between the Company and Masdar Building Materials Company were approved. Board Member Eng. Ahmed Saeed Abdullah Al-Ghamdi (Non-Executive Member) has an indirect interest therein through his membership on its Board of Directors. The transactions relate to product sales amounting to SAR 0.5 million, conducted in the ordinary course of business and on arm’s length basis without any preferential terms. |
| Additional Information | For further inquiries, you may contact the Investor Relations Department via telephone at +966 11 829 8888, extension 8739, or via email at invest@saudiceramics.com. |