The Board of Directors of Zamil Industrial is pleased to invite all shareholders to attend its general assembly to convene in an ordinary session on Wednesday, 23 May 2018, at Zamil Air Conditioners Auditorium in Dammam's First Industrial City at 22:00 pm (location: https://goo.gl/maps/1xeBXFCxVV82). The following items on its agenda will be reviewed and discussed:
1. Vote on the Board of Directors report for the fiscal year ending 31/12/2017;
2. Vote on the external auditors report for the fiscal year ending 31/12/2017;
3. Vote on the consolidated financial statements for the fiscal year ending 31/12/2017;
4. Vote on discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2017;
5. Vote on the previously distributed dividends for the first and second half of 2017 dividends for a total amount of SAR 120 million at SAR 2.00 per share which represents 20 percent of paid-up capital;
6. Vote on delegating the Board to distribute interim dividends for the fiscal year 2018, and decide on the eligibility and distribution dates in compliance with the pertaining Capital Market Authority regulations, and according to the company financial position;
7. Vote on the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2017 at SAR 200,000 per Board Director;
8. Vote on the appointment of the external auditors as per the recommendation of the Audit Committee to review and audit the company quarterly and annual accounts for the second quarter, third quarter, and annual statements for the year 2018 and the first quarter of 2019 and agree to their service fee;
9. Vote on the related party transactions between the company and Zamil Architectural Holding Company, which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest in and renew it for another year. Total purchase value in 2017 was SAR 1,593,322 and were agreed upon with the prevailing commercial terms (attached);
10. Vote on the related party transactions between the company and Zamil Chem-Plast Industries, which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest in and renew it for another year. Total purchase value in 2017 was SAR 11,430,966 and were agreed upon with the prevailing commercial terms (attached);
11. Vote on the related party transactions between the company and Zamil Trade & Services Holding Company, which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest in and renew it for another year. Total purchase value in 2017 was SAR 20,429,396 and were agreed upon with the prevailing commercial terms (attached);
12. Vote on the related party transactions between the company and Zamil Real estate Holding Company, which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest in and renew it for another year. Total purchase value in 2017 was SAR 13,031,172 and were agreed upon with the prevailing commercial terms (attached).
The quorum for this meeting is for shareholders representing at least 25 percent of the company paid-up capital. If such quorum is not attained, a second meeting can be held after one hour from the time the first meeting was supposed to convene. In all cases, the second meeting shall be deemed valid irrespective of the number of shares represented therein. Each shareholder registered with the company register at the Securities Depository Center (Depository Center) shall have the right to attend the general assembly meeting at the end of the trading session preceding the general assembly meeting.
Shareholders who cannot attend the meeting may appoint a proxy, while taking into consideration that the proxy must not be a member of the board or an employee of the company. Copies of the proxies should be submitted to the company with a copy of a valid ID at least two days prior to the meeting date by mail (P.O. Box 14441, Dammam 31424). The proxy must be attested by the Chamber of Commerce & Industry if the shareholder is a member of the same, a company, or legal entity; or a licensed bank or an Authorized Person in the Kingdom, provided that the authorizing shareholder holds an account with the attesting bank or Authorized Person; or a Notary Public or Person licensed for attesting. The original proxy must be submitted on the day of the meeting. The proxy will be valid for another meeting if this meetings quorum is not met.
The company would also like to inform its shareholders that electronic voting will be available to enable them to vote on the agenda items of this meeting. Shareholders who are registered in Tadawulaty services portal can effectively vote online from 10 am on Sunday, 20/05/2018 until 4 pm on Wednesday, 23/05/2018. The company invites its shareholders and urges them to actively participate and vote online by visiting Tadawulaty web page www.edaa.com.sa, a free service available to all shareholders.
Shareholders are welcome to send their inquiries by directly contacting our Corporate Communications & Investor Relations department by phone (+966138108180) or by email (investors@zamilindustrial.com).
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.