Zamil Industrial Investment Company Invites Its Shareholders to Attend the Extraordinary General Assembly (First Meeting)
15-April-2020

ELEMENT LIST EXPLANATION
Introduction The Board of Directors of Zamil Industrial Investment Company invites all its shareholders to convene in an extraordinary session (the first meeting and the second meeting will be an hour later) via Tadawulaty technical mediums. It will be held on Thursday, 14 Ramadan 1441H corresponding to 7 May 2020 at 22:00 p.m. at the Zamil Air Conditioners Auditorium in Dammam’s First Industrial City. Pursuant to the Capital Market Authority (CMA) circular, all listed companies’ general assembly meetings will be conducted remotely through the technical mediums; physical attendance at all meetings is suspended until further notice for the well-being of everyone. These directives are in line with the precautionary and exceptional measures taken by the relevant health authorities and the continuous efforts made by all Saudi government agencies to combat the new Coronavirus (COVID-19) outbreak and to ensure public safety. The following agenda items will be discussed.
 
City and Location of the General Assembly’s Meeting Zamil Air Conditioners Auditorium in Dammam’s First Industrial City.
URL for the Meeting Location https://goo.gl/maps/1xeBXFCxVV82
Date of the General Assembly’s Meeting 7 May 2020 Corresponding to 14 Ramadan 1441H
Time of the General Assembly’s Meeting 22:00
Attendance Eligibility Shareholders registered in the company register at the Securities Depository Center (Depository Center) have the right to attend the general assembly at the end of the trading session preceding the meeting and should register attendance and vote through Tadawulaty.
Quorum for Convening the General Assembly’s Meeting The quorum for this meeting is for shareholders representing at least 50 percent of the company’s paid-up capital. If such quorum is not attained, a second meeting can be held one hour after the time when the first meeting was supposed to convene. In all cases, the second meeting shall be deemed valid if 25 percent of the paid-up capital is represented therein.
General Assembly Meeting Agenda

1) Vote on the Board of Directors report for the fiscal year ending 31/12/2019;

2) Vote on the external auditors’ report for the fiscal year ending 31/12/2019;

3) Vote on the consolidated financial statements for the fiscal year ending 31/12/2019;

4) Vote on discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2019;

5) Vote on the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2019 at SAR 200,000 per Board Director;

6) 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, third quarter, and annual statements for the year 2020 and the first quarter of 2021 and agree to their service fee;

7) Vote on the Intention to Purchase its shares (Share Buyback) with a maximum of 3 million shares and not exceeding 5 percent of total outstanding shares, and with a total value not exceeding 50 million Saudi Riyals; to retain them as Treasury Shares for purposes of stabilizing the fluctuating share price since the Board considers that the share price on the exchange is lower than its fair value; the purchase of these shares will be funded through the company’s internal resources from available cash; to authorize the Board or whoever the Board delegates to execute the purchase either in one phase or in several phases within 12 months of the extraordinary general assembly’s approval date; the company may retain the Treasury Shares for a maximum period of 5 years without selling them or allocating them for employee stock options;

8) 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 2019 was SAR 3,008,419 and was agreed upon with the prevailing commercial terms;

9) 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 2019 was SAR 3,530,053 and was agreed upon with the prevailing commercial terms;

10) 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 2019 was SAR 14,825,479 and was agreed upon with the prevailing commercial terms;

11) 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 2019 was SAR 3,033,165 and was agreed upon with the prevailing commercial terms.

Proxy Form Pursuant to CMA circular, all listed companies’ general assembly meetings will be conducted remotely through the technical mediums and suspend the physical attendance of all meetings until further notice for the well-being of everyone. These directives are in line with the precautionary and exceptional measures taken by the relevant health authorities and the continuous efforts made by all Saudi government agencies to combat the new Coronavirus (COVID-19) outbreak and to ensure public safety.
E-Vote Eligible shareholders can cast their votes remotely via Tadawulaty electronic services. Voting will commence from 10:00 a.m. on Sunday 3 May 2020 until the adjournment of the meeting. The company encourages its shareholders to actively participate and vote online by visiting the Tadawulaty webpage www.edaa.com.sa, a free service available to all shareholders.
Eligibility for Attendance Registration and Voting Registering attendance for the meeting concludes when the Votes Counting Committee work is completed.
Method of Communication Shareholders are welcome to send their inquiries by directly contacting our Corporate Communications & Investor Relations by phone (+966138108180) or by email (investors@zamilindustrial.com).
Additional Information Remote casting of votes will be enough.