Zamil Industrial Investment Co. Announces the Results of Shareholder Ordinary General Assembly Meeting (First Meeting)
29-April-2019

Zamil Industrial Investment Co. has announced that the company held its ordinary general assembly (first meeting) at the Zamil Air Conditioners Auditorium in First Industrial City in Dammam on 28 April 2019, corresponding to 23 Sha’ban 1440H at 18:30 pm with a quorum of 58.27% (out of which online e-voting was 53.14% and those attending in person was 5.13%). The resolutions of the meeting in their entirety are as follows.

1. Approved the Board of Directors’ report for the fiscal year ending 31/12/2018.

2. Approved the external auditors’ report for the fiscal year ending 31/12/2018.

3. Approved the consolidated financial statements for the fiscal year ending 31/12/2018.

4. Approved discharging the Board of Directors from any liabilities for the fiscal year ending 31/12/2018.

5. Approved the Board recommendation not to distribute cash dividends for the fiscal year ending 31/12/2018.

6. Approved the distribution of SAR 1,600,000 as Board Remuneration for the year ending 31/12/2018, at SAR 200,000 per Board Director.

7. Approved the appointment of Ernst & Young as the external auditors, in accordance with 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 2019 and the first quarter of 2020, and agreed to their service fee.

8. Approved the election of Board members for the Board Eighth term, to convene from 01/05/2019 until 30/04/2022. The elected candidates are as follows:

    (1) Mr. Khalid Abdullah Hamad Al Zamil
    (2) Mr. Abdallah Saleh Jum’ah Al Dosari
    (3) Mr. Ahmed Abdullah Hamad Al Zamil
    (4) Mr. Adib Abdullah Hamad Al Zamil
    (5) Mr. Abdulla Mohammed Abdullah Al Zamil
    (6) Mr. Mohammed Ahmed Mahmoud Al Ghaith
    (7) Mr. Khalid Mohammed Saleh Al Fuhaid
    (8) Mr. Mohammad Sulaiman Mohammad Al Harbi.

9. Approved the set-up, the duties, and the internal regulations of the Audit Committee, as well as the remuneration of its members, upon the proposal of the Board of Directors of a three-year term from 01/05/2019 until 30/04/2022. The candidates are as follows:

    (1) Mr. Mohammad Sulaiman Mohammad Al Harbi, Chairman
    (2) Mr. Mohammed Ahmed Mahmoud Al Ghaith, Member
    (3) Mr. Khalid Mohammed Saleh Al Fuhaid, Member.

10. Approved 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 2018 was SAR 2,777,864, agreed upon under the prevailing commercial terms.

11. Approved 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 2018 was SAR 3,455,833, agreed upon under the prevailing commercial terms.  

12. Approved 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 2018 was SAR 15,823,628, agreed upon under the prevailing commercial terms.

13. Approved 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 2018 was SAR 8,498,964, agreed upon under the prevailing commercial terms.