Advanced Building Industries Co. — AGM Information 2016

Mar 20, 2016

Zamil Industrial Investment Co. invites its shareholders to attend the Extraordinary general assembly Meeting

2240 · 20/03/2016 15:42:40 · Announcement #41670 · View on Saudi Exchange

Zamil Industrial Investment Co. invites its shareholders to attend the Extraordinary general assembly Meeting

The board of directors of Zamil Industrial Investment Co. is pleased to invite its shareholders owning 20 shares or more to attend its Extraordinary general assembly Meeting to be held in the Zamil Air Conditioners Auditorium in Dammam’s First Industrial City on 18-04-2016 corresponding to 11-07-1437 at 16:00 to consider the following agenda :

1. Vote on the Board of Directors report for the fiscal year ending 31 December 2015;

2. Vote on the consolidated financial statements for the fiscal year ending 31 December 2015;

3. Vote on the external auditors report for the fiscal year ending 31 December 2015;

4. Vote on discharging the Board of Directors from any liabilities for the fiscal year ending 31 December 2015;

5. Vote on the Board's recommendation for the distribution of second half 2015 dividends at SAR 1.00 per share which represents 10 percent of paid-up capital, in addition to previously distributed first half 2015 at SAR 1.00 per share. This brings the total distribution for the year ending 31/12/2015 to SAR 2.00 per share representing 20% of paid-up capital. Dividends eligibility will be for shareholders registered at the close of trading on the general assembly date;

6. Vote on the distribution of SAR 2,000,000 as Board Remuneration for the year ending 31/12/2015 at SAR 200,000 per Board Director;

7. Vote on the amendment of Article (14-1) of the company bylaws with regards to the composition of the Board, to be read as follows: (The management of the company shall be entrusted to a Board composed of eight members appointed by the ordinary general assembly for a period of no more than three years);

8. Vote on electing Board members for the Board’s seventh term convening from 01/05/2016 until 30/04/2019. It is worth noting that the voting process will be by Normal Voting as per the company bylaws;

9. Vote on amending the company Corporate Governance Charters in line with the amendment of Article (14-1) of the company bylaws;

10. Vote on the related party transactions between the company and affiliated companies of Zamil Group Holding Company that took place during 2015 and approve of it for another year. They have been agreed upon with normal and standard applied commercial terms and as per internal company policies. these agreements are as follows:

a. Vote on related party transactions for the value of SAR 3,410,268 from Zamil Architectural Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.

b. Vote on related party transactions for the value of SAR 12,342,802 from Zamil Chem-Plast Industries, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.

c. Vote on related party transactions for the value of SAR 21,619,666 from Zamil Trade & Services Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.

d. Vote on related party transactions for the value of SAR 15,174,056 from Zamil Real estate Holding Company, which is owned by Zamil Group Holding Company. The latter is represented by Mr. Khalid Al Zamil who is also the Chairman of Zamil Industrial.

11. 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 year 2016 and the first quarter of 2017 and agree to their service fee.

The quorum necessary for the meeting to be in session should be attended by the shareholders representing 50% of the company's capital.

Each shareholder owning 20 or more shall have the right to attend the general assembly meeting whether in person or by proxy, subject to presentation of corroborating evidence or a written power of attorney endorsed by the chamber of commerce authorizing another shareholder, other than the member of the board of directors or employees of the company, to attend the general assembly meeting on their behalf and it should be sent to PO Box 14441, Dammam 31424 (attention: Corporate Secretary) and delivered to the company 3 days prior to the meeting.

For more details, please contact Corporate Communications and Investors Relations Department on telephone +966138108180 or email investors@zamilindustrial.com

The proxy will be valid for another meeting if this meetings quorum is not met.

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.