| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Ceramics Company is pleased to invite the esteemed shareholders to participate and vote in the Ordinary General Assembly Meeting (First Meeting), which is scheduled to be held, God willing, via modern technology means at 8:00 PM on Tuesday, 31/03/2026, corresponding to 12/10/1447H. |
| City and Location of the General Assembly's Meeting | Via modern technology means |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-03-31 Corresponding to 1447-10-12 |
| Time of the General Assembly’s Meeting | 20:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | The right to attend the meeting shall be granted to shareholders registered in the Company’s shareholders’ register with the Securities Depository Center (Edaa) at the end of the trading session preceding the General Assembly meeting, in accordance with the applicable rules and regulations. Eligibility to register attendance for the General Assembly meeting ends at the time the meeting is convened. The right of attendees to vote on the agenda items shall end once the vote counting committee completes the counting of votes. |
| Quorum for Convening the General Assembly's Meeting | The Ordinary General Assembly meeting shall be valid if attended by shareholders representing at least one quarter of the share capital with voting rights. If the quorum required for holding this meeting is not met, the second meeting shall be held one hour after the end of the period specified for the first meeting, and the second meeting shall be valid regardless of the number of shares with voting rights represented therein |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors’ Report for the fiscal year ended 31 December 2025. 2. Vote on the Company’s External Auditor’s Report for the fiscal year ended 31 December 2025 after discussion. 3. Review and discuss the financial statements for the fiscal year ended 31 December 2025. 4. Vote on authorizing the Board of Directors to distribute interim dividends on a quarterly / semi-annual basis for the fiscal year ending 31 December 2026. 5. Vote on amending the Remuneration and Nomination Committee Charter. (Attached) 6. Vote on amending the Audit Committee Charter. (Attached) 7. Vote on authorizing the Board of Directors with the powers of the Ordinary General Assembly to grant the authorization stated in paragraph (1) of Article (27) of the Companies Law for a period of one year from the date of the General Assembly’s approval or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulations of the Companies Law for Listed Joint Stock Companies. 8. Vote on the Board of Directors’ recommendation to distribute cash dividends amounting to SAR 49,840,000 to shareholders for the second half of the fiscal year ended 31 December 2025, at SAR 0.50 per share, representing 5% of the nominal value per share. Accordingly, the total dividends distributed for the fiscal year ended 31 December 2025 will amount to SAR 99,680,000, at SAR 1.00 per share, representing 10% of the nominal value per share. Eligibility for dividends shall be for shareholders who own shares at the close of trading on the day of the General Assembly meeting and who are registered in the Company’s shareholders’ register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the date of the General Assembly meeting. The dividend distribution shall commence on 14/04/2026. 9. Vote on appointing the Company’s External Auditor from among the nominees based on the Audit Committee’s recommendation, to examine, 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, and the first quarter of the fiscal year ending 31 December 2027, and to determine the auditor’s fees. (Attached) 10. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Natural Gas Distribution Company, in which Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Natural Gas Distribution Company. The transactions involve the purchase of natural gas used in operational activities, with total volume of transactions during 2025 amounting to SAR 54.7 million related to purchase orders under prevailing commercial terms and without any preferential conditions. (Attached) 11. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Ceramics Pipes Company (a subsidiary), in which Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Ceramics Pipes Company. The transactions involve the purchase of materials used in operational activities, with total volume of transactions during 2025 amounting to SAR 0.41 million related to purchase orders under prevailing commercial terms and without any preferential conditions. (Attached) 12. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Ceramics Pipes Company (a subsidiary), in which Board Member Eng. Majed bin Abdullah Al-Issa (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Ceramics Pipes Company. The transactions involve sales of products, with total volume of transactions during 2025 amounting to SAR 3.6 million related to sales orders under prevailing commercial terms and without any preferential conditions. (Attached) 13. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Chubb Arabia Cooperative Insurance Company, in which Vice Chairman Mr. Abdulaziz Abdulkarim Al-Khuraiji (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Chubb Arabia Cooperative Insurance Company. The transaction relates to an insurance policy, with total volume of transactions during 2025 amounting to SAR 0.93 million related to the purchase of an insurance policy under prevailing commercial terms and without any preferential conditions. (Attached) 14. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Best Distributor Company (Tazweed), in which Board Member Dr. Mohammed Hamad Rashid Al-Kathiri (Independent Member) has an indirect interest through his membership on the Board of Directors of Best Distributor Company. The transactions involve purchase orders for natural gas used in operational activities, with total volume of transactions during 2025 amounting to SAR 1.7 million related to purchase orders under prevailing commercial terms and without any preferential conditions. (Attached) 15. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Gulf Insurance Group, in which Chairman Mr. Yousuf Saleh Mansour Aba Al-Khail (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Gulf Insurance Group. The transaction relates to an insurance policy, with total volume of transactions during 2025 amounting to SAR 0.1 million related to the purchase of an insurance policy under prevailing commercial terms and without any preferential conditions. (Attached) 16. Vote on the business and contracts executed during the fiscal year ended 31 December 2025 between the Company and Masdar Building Materials Company, in which Board Member Eng. Ahmed Saeed Abdullah Al-Ghamdi (Non-Executive Member) has an indirect interest through his membership on the Board of Directors of Masdar Building Materials Company. The transactions involve product sales, with total volume of transactions during 2025 amounting to SAR 0.5 million related to sales orders under prevailing commercial terms and without any preferential conditions. (Attached). |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The esteemed shareholders have the right to discuss the items included in the agenda of the Ordinary General Assembly and to raise questions. Voting through the Tadawulaty services is available free of charge to all shareholders using the following link: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered on the Tadawulaty services website may vote electronically and remotely on the agenda items of the Ordinary General Assembly meeting starting from 01:00 a.m. on Friday, 08/10/1447H, corresponding to 27/03/2026, until the end of the meeting. Registration and voting through Tadawulaty services will be available and free of charge to all shareholders using the following link: http://tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | In case of any inquiries, please contact the Investor Relations Department by phone at: 011-829-8888, extension: 8739, or via email at: invest@saudiceramics.com |
| Attached Documents | Attached Documents |