Advanced Building Industries Co. — AGM Information 2017

Apr 18, 2017

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

2240 · 18/04/2017 15:49:28 · Announcement #46475 · View on Saudi Exchange

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

The board of directors of Zamil Industrial Investment Co. is pleased to invite its shareholders to attend the Ordinary General Assembly Meeting to be held in the Zamil Air Conditioners Auditorium in Dammam’s First Industrial City on Thursday, 04-05-2017 corresponding to 08-08-1438 at 18:30 to consider the following agenda:

1. Vote on the Board of Directors report for the fiscal year ending 31/12/2016;

2. Vote on the external auditors report for the fiscal year ending 31/12/2016;

3. Vote on the consolidated financial statements for the fiscal year ending 31/12/2016;

4. Vote on discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2016;

5. Vote on the Board of Directors recommendation to transfer the excess amount of SAR 120 million from Statutory Reserve to Retained Earnings, since the Statutory Reserve reached 30% of paid-up capital, and cease transferring 10% of Net Profits to Statutory Reserve;

6. Vote on the Board of Directors recommendation for the distribution of second half 2016 dividends at SAR 1.00 per share, which represents 10 percent of paid-up capital, in addition to the previously distributed first half 2016 dividends at SAR 1.00 per share. This brings the total distribution for the year ending 31/12/2016 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;

7. Vote on delegating the Board to distribute interim dividends for the fiscal year 2017, and decide on the eligibility and distribution dates in compliance with the pertaining Capital Market Authority regulations;

8. Vote on the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2016 at SAR 200,000 per Board Director;

9. 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 2017 and the first quarter of 2018 and agree to their service fee;

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 interest, and renew them for another year. Total purchase value in 2016 was SAR 1,192,688, 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 interest, and renew them for another year. Total purchase value in 2016 was SAR 8,908,647, 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 interest, and renew them for another year. Total purchase value in 2016 was SAR 34,152,259, 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 interest, and renew them for another year. Total purchase value in 2016 was SAR 19,571,258, agreed upon with the prevailing commercial terms.

The quorum necessary for this meeting is for shareholders representing at least 25% of the company's capital any shareholder has the right to attend the meeting. 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 2 days prior to the meeting date by mail (PO Box 14441, Dammam 31424). The proxies must be attested either by the Chamber of Commerce or a local bank or a Notary Public or an authorized person. The original proxy must be submitted on the day of the meeting. The proxy will be valid for another meeting if this meetings quorum is not met.

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.

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).

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.