Company News and Press Releases

 
Zamil Industrial Investment Company Invites Its Shareholders to Attend the Ordinary General Assembly (First Meeting)
3-April-2019
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 Sunday, 28 April 2019, at the Zamil Air Conditioners Auditorium in Dammam’s First Industrial City at 18:30 pm (location: https://goo.gl/maps/1xeBXFCxVV82). The following items on the agenda will be reviewed and discussed:

  1. Vote on the Board of Directors report for the fiscal year ending 31/12/2018;

  2. Vote on the external auditors report for the fiscal year ending 31/12/2018;

  3. Vote on the consolidated financial statements for the fiscal year ending 31/12/2018;

  4. Vote on discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2018;

  5. Vote on the Board recommendation to do not distribute cash dividends for the fiscal year ending 31/12/2018;

  6. Vote on the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2018 at SAR 200,000 per Board Director;

  7. Vote on the appointment of the external auditors, as per the recommendation of the Audit Committee, to review and audit the company’s quarterly and annual accounts for the second quarter and third quarter, and annual statements for the year 2019 and the first quarter of 2020, and agree to their service fee;

  8. Vote on electing Board members for the Board Eighth term convening from 01/05/2019 until 30/04/2022;

  9. Vote on the set-up, the duties and the internal regulations of the Audit Committee as well as on the remuneration of its members upon the proposal of the Board of Directors for a three-year term that convening from 01/05/2019 until 30/04/2022. The candidates are as follows:

    •    Mr. Mohammad Sulaiman Mohammad Al Harbi, Chairman
    •    Mr. Mohammed Ahmed Mahmoud Al Ghaith, Member
    •    Mr. Khalid Mohammed Saleh Al Fuhaid, Member

  10. Vote on the related party transactions between the company and Zamil Architectural Holding Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total purchase value in 2018 was SAR 2,777,864, agreed upon with the prevailing commercial terms;

  11. Vote on the related party transactions between the company and Zamil Chem-Plast Industries, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total purchase value in 2018 was SAR 3,455,833, agreed upon with the prevailing commercial terms; 

  12. Vote on the related party transactions between the company and Zamil Trade & Services Holding Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total purchase value in 2018 was SAR 15,823,628, agreed upon with the prevailing commercial terms;

  13. Vote on the related party transactions between the company and Zamil Real Estate Holding Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total purchase value in 2018 was SAR 8,498,964, agreed upon with the prevailing commercial terms.

The quorum for this meeting is for shareholders representing at least 25 percent of the company’s 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. Noting that the right to attend the General Assembly ends prior to the convention of the meeting, and the right to vote ends once the vote counting has concluded.

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 meeting’s 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 the Tadawulaty services portal can effectively vote online from 10 am on Tuesday, 23/04/2019 until 4 pm on Sunday, 28/04/2019. The company invites its shareholders and urges them to actively participate and vote online by visiting the 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).

Attached documents: Candidates Directory (available in Arabic only) | Proxy Letter