Zamil Industrial Investment Co. Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)
10-May-2020

ELEMENT LIST EXPLANATION
Introduction Zamil Industrial Investment Company is pleased to announce the results of the Extraordinary General Assembly meeting, which convened on Thursday, 7 May 2020 at 22:00 after securing the required quorum.
City and Location of the General Assembly’s Meeting The EGM was held remotely via modern technological means.
Date of the General Assembly’s Meeting 7 May 2020 Corresponding to 14 Ramadan 1441H
Time of the General Assembly’s Meeting 22:00
Percentage of Attending Shareholders 61.13%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following Board Members attended the meeting:
1- Mr. Khalid Abdullah Hamad Al Zamil (Chairman of the Board)
2- Mr. Abdallah Saleh Juma’h Al Dosari (Vice Chairman of the Board)
3- Mr. Ahmed Abdullah Hamad Al Zamil
4- Mr. Adib Abdullah Hamad Al Zamil
5- Mr. Mohammed Ahmed Mahmoud Al Ghaith
6- Mr. Mohammad Sulaiman Mohammad Al Harbi
7- Mr. Khalid Mohammed Saleh Al Fuhaid
8- Mr. Abdulla Mohammed Abdulla Al Zamil
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf The following Committee Chairmen attended the meeting:
1- Mr. Abdallah Saleh Juma’h Al Dosari (Remuneration and Nomination Committee Chairman)
2- Mr. Mohammad Sulaiman Mohammad Al Harbi (Audit Committee Chairman)
Voting Results on the Items of the General Assembly's Meeting Agenda's

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

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

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

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

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

7) Approve 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) Approve 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) Approve 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) Approve 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) Approve 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.