Zamil Industrial Investment Co. has announced that the company held its Extraordinary general assembly meeting in the Zamil Air Conditioners Auditorium - First Industrial City in Dammam on 18-04-2016 corresponding to 11-07-1437 at 16:00. All resolutions of the meeting are as follows:
1. Approve the Board of Directors' report for the fiscal year ending 31 December 2015;
2. Approve the consolidated financial statements for the fiscal year ending 31 December 2015;
3. Approve the external auditors report for the fiscal year ending 31 December 2015;
4. Approve discharging the Board of Directors from any liabilities for the fiscal year ending 31 December 2015;
5. Approve the Board's recommendation for the distribution of second half 2015 dividends at SAR 1.00 per share which represents 10 percent of paid-up capital, in addition to previously distributed first half 2015 at SAR 1.00 per share. This brings the total distribution for the year ending 31/12/2015 to SAR 2.00 per share representing 20% of paid-up capital. Dividends eligibility will be for shareholders registered at the close of trading on the general assembly date. Dividend distribution will be effective 02/05/2016 by means of transfer through the National Commercial Bank;
6. Approve the distribution of SAR 2,000,000 as Board Remuneration for the year ending 31/12/2015 at SAR 200,000 per Board Director;
7. Approve the amendment of Article (14-1) of the company bylaws with regards to the composition of the Board, to be read as follows: (The management of the company shall be entrusted to a Board composed of eight members appointed by the ordinary general assembly for a period of no more than three years);
8. Approve electing Board members for the Board’s seventh term convening from 01/05/2016 until 30/04/2019 from the following members:
1) Khalid Abdullah Al Zamil
2) Soliman Abdulaziz Al Solaim
3) Abdallah Saleh Jum’ah
4) Ahmed Abdullah Al Zamil
5) Adib Abdullah Al Zamil
6) Abdulla Mohammed Al Zamil
7) Mohammed Ahmed Al Ghaith
8) Mohammad Sulaiman Al Harbi
9. Approve amending the company Corporate Governance Charters in line with the amendment of Article (14-1) of the company bylaws;
10. Approve the related party transactions between the company and affiliated companies of Zamil Group Holding Company that took place during 2015 and approve of it for another year. They have been agreed upon with normal and standard applied commercial terms and as per internal company policies. these agreements are as follows:
a. Approve related party transactions for the value of SAR 3,410,268 from Zamil Architectural Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.
b. Approve related party transactions for the value of SAR 12,342,802 from Zamil Chem-Plast Industries, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.
c. Approve related party transactions for the value of SAR 21,619,666 from Zamil Trade & Services Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.
d. Approve related party transactions for the value of SAR 15,174,056 from Zamil Real estate Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.
11. Approve the appointment of Ernst Young as the external auditors as per the recommendation of the Audit Committee to review and audit the company’s quarterly and annual accounts for the year 2016 and the first quarter of 2017 and agree to their service fee.
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