Zamil Industrial Investment Company Invites its Shareholders to Attend the Extraordinary General Assembly Meeting (First Meeting)
31-March-2022

ELEMENT LIST EXPLANATION
Introduction The Board of Directors of Zamil Industrial Investment Company invites all its shareholders to convene for an extraordinary session (first meeting). The meeting will be held virtually on Thursday, 21 April 2022 at 22:00 p.m. in the Company headquarters in Dammam via the Tadawulaty e-voting system (www.tadawulaty.com.sa).
City and Location of the General Assembly’s Meeting Company headquarters in Dammam First Industrial City – Virtually
URL for the Meeting Location www.tadawulaty.com.sa
Date of the General Assembly’s Meeting 21 April 2022
Time of the General Assembly’s Meeting 22:00
Attendance Eligibility Shareholders registered in the company's 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 their 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 31/12/2021.

2) Vote on the external auditors’ report for the fiscal year ending 31/12/2021.

3) Approve the consolidated financial statements for the fiscal year ending 31/12/2021.

4) Approve discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2021.

5) Vote on the amendment of Article No. (16) of the company’s bylaws related to the formation of the Board of Directors.

6) Vote on the electing Board members from among the candidates for the next term, commencing from 1 May 2022 for a three-year term, ending on 30 April 2025.

7) 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 convening from 01/05/2019 until 30/04/2022: 
   1 - Mr. Mohammad Sulaiman Mohammad Al Harbi, Chairman (Non-Executive)
   2 - Mr. Khalid Mohammad Saleh Al Fuhaid, Member (Independent)
   3 - Mr. Sattam Abdulaziz Abdullah Al Zamil, Member (Non-Executive)

8) Vote on the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2021 at SAR 200,000 per Board Director.

9) Vote on the related party transactions between the company and Zamil Group Holding Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total purchase value in 2021 was SAR 23,485,597 and was agreed upon with the prevailing commercial terms.

10) Vote on the related party transactions between the company and Zamil Group Holding Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total Sales value in 2021 was SAR 48,907,153 and was agreed upon with the prevailing commercial terms.

11) Vote on the related party transactions between the company and Arabian Gulf Construction Company, in which Mr. Adib Al Zamil (representative of Zamil Group Holding Company) has an indirect interest. Total Sales value in 2021 was SAR 562,755 and was agreed upon with the prevailing commercial terms.

12) Vote on delegating the Board of Directors, which will start on 1 May 2022, with the authority of the Ordinary General Assembly stipulated in paragraph (1) of Article (71) of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law related to Listed Joint Stock Companies.

E-Vote Eligible shareholders can cast their votes remotely via Tadawulaty electronic services. Voting will start at 10:00 a.m. on Sunday, April 17, 2022, until the adjournment of the meeting. The company encourages its shareholders to actively participate and vote online by visiting the Tadawulaty web page at www.tadawulaty.com.sa, a free service available to all shareholders.
Eligibility for Attendance Registration and Voting Eligibility for registering attendance at the Extraordinary General Assembly Meeting ends once it convenes. Eligibility to vote on the meeting agenda ends upon the Vote Counting Committee concludes counting the votes.
Method of Communication Shareholders are welcome to send their inquiries by directly contacting our Corporate Affairs Dept. by phone (+966138108180) or by email (investors@zamilindustrial.com).