·E·,a·~·~gJl .::u.-..uPI d..SF National Cement CO. p.s.c.

National Cement Co. P.S.C ASSOCIATED IN 1968 (G) -1388 (H)

Corporate Governance Report Of 2018

Commercial Registration No. 41150 1. , , 0 • J<,?J'-----~ 0-----'~ Authorised and paid up Share Capital f"-"'..;.J 'I"0 A,A' ',' •• t~..J...AlIJ '4 c:.~1 JL..JI ,_,..1..; AED 358,800,000 P.O. Box 4041 Dub ai - 6 \ ..,,; .11L.....H~I ..:..ljL...... ),1 - ..,._.--!.J £. • £. , : """U"" Tel.: +971-4-3388885, Fax: +971-4-3388886 Evrnail: [email protected] +'\V\-£'-'I"T'AAAAi:._,..s;u, +,\V'-t-T'T'AAA"O:,_j;;l..t, .E.,a.~.~gJl ~!l1 CiLS~ National CelTlent: Coo. p_s_c_ Inthe Name of Allah Most Gracious Most Merciful

(1): A Statement on the Procedures Taken to complete the Corporate Governance System during 2018 and how they are applied:

In National CementCo. P.S.C.,we have the pleasure to apply the highest standards and the best practices according to the resolution of the Securities and Commodities Authority (SCA)Chairmanof the Board of Directors No. (7/RM)for the year 2016on the standards of institutional discipline and governanceof public joint companies and the SCA-approvedguide on the procedural measuresof national cement companies, and according to the specimen of the GovernanceReport of 2018issued by SCA,so that such practices would achieve proficiency at work to serve the best interests of the concerned parties including the human resourcesand clients, and so as to best servethe UAEeconomy. National CementCo. has developedthe Governanceguide, and the same has been approved by the CompanyBoard regarding its constitution, authorities of its committees and efficiency of the internal control in addition to abiding by the principle of transparency in all the Company's transactions.

(2): A Statement on the Transactions of the Members of the Board of Directors, Spouses and Children in the Company's Securities during 2018:

No (Sale/ Purchase)transactions were reported in the securities of NationalCementCo. by any of the Membersof the Board of Directors,their spouses or children in the Company's securities during 2018.

(1)

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;; I "> i ,,\I ~~I c.1.)L__.;-t1 - v++' t • t' ...,...<..>'" E-mail: [email protected] +4,Y\ -t-,","""AA,: ~u, +4,Y\-t-'f',"AA""o :.j:;l..b -E-,a-~_~gJl ..:.:...i.DAU!l1 C'LsF Nat:/onal CelTlent: Co. p.s.c. (3) Board of Directors Composition: AI The BOD Composition according to the Categories of BOD members:

Period served as BOD Member Memberships in other Joint Stock Positions in any other important supervisory, Category Qualifications Member Name since his/her first Companies governmental and business entities election Chairman of the Board and Managing " BOD Member of Mashreq Bank Director of Taghleef Industries S.A.O.G. and Non-Independent BOD Member of Sahara One Year is assigned senior management and J Mr.' Rashid Saif Ahmed AI Ghurair - Petrochemical Company Non-Executive executive duties in Saif AI Ghurair Industrial Group BOD Member of Rayan Properties with five Independent Holder of bachelor's Director and Chairman of the Board One Year years experience in auditing in the of 2 Mr.' Abdulaziz Abdul Raouf Al-Awar of Mada'in Properties PJSC Non-Executive degree in accounting Ruler Chairman of the Board of Emirates Chairman of the Board of Oman Foundation, Vice Chairman of DIFC Higher Holder of bachelors Non-Independent Insurance Co. and BOD Member / Board, Chairman of the Board of UAE Banks Mr.z Abdulaziz Abdullah Ahmed Al degree in industrial One Year 3 Ghurair Non-Executive CEO Mashreq Bank Federation, Member of the New York engineering University Board of Trustees and Director General of AI Ghurair Investment Holder of bachelor's Managing Director of Gulf Energy Maritime Independent degree in Financial (GEM), Chairman of the Board of Garnet Mr.' Ahmed EssaAhmed Hareb Al 7 years . 4 Falahi Non-Executive and Business Maritime, and BOD Member of Emirates Administration Maritime Holder of Master's in Vice Chairmanand Director General of Green Independent BOD Member of Emirates Mr.! Mohammed Abdulghaffar Hussain Business One year Coast Enterprises Venture and CEO of 5 Non-Executive Development Bank (EDB) Administration Convenience Arabia Non-lndependent Holder of bachelors CEO of MENA Energy and BOD Member of Mr.! Rashid Abdullah Aluned AI One year - 6 Ghurair Non-Executive degree AI Ghurair Investment A holder of a bachelor's Head of the Departmentof BusinessDevelopment Non-Independent Mr.! Sultan Abdullah Ahmed Al Ghurair degreeof Suffolk One Year BOD Member ofMashreq Bank of AI Ghurair Investment, and BOD Member of 7 Non-Executive University, USA Al Ghurair Investment, and Trans- Asia (2)

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i"'-""..).l '" 0 A.A· •• • •• t_,._J...... J1J ~ C~l JUI <.)"1.1 ~, ... -; .11~~l .:;,I.1L-...)'1- ..r-!.l ~ • l' :,,:-,.~ +\V\-t-~~AAAA\ ~u,+\V'-t-~~AAAAo:~u .E.,o·Lfo.~gJl ~f11 ilLS,,", NaC/anal CelTlent: CO. ts.s:«: bl A Statement of Women's Representation in the Board of Directors in 2018:

No women representation in the Board in 2018. cl A Statement of Reasons why no Women were nominated for the Membership of the Board of Directors in 2018: No female candidates ran for the BOD membership in the BOD elections. dI Board Members: 11 Total Remuneration paid to the Members of the Board of Directors for the Year 2017:

A remuneration of AED 250.000 was paid to each BOD member in for the year 2017.

21 Total Remuneration proposed to be paid to the Members of the Board of Directors for the Year 2018: the proposal of the Board of Directors not to proceed with the remuneration of the Directors for the fiscal year 2018.

31 A Statement on the Allowances for attending the Sessions of the Board and those of the Committees derived from BOD: No allowances were paid for attending meetings and sessions.

(3)

Commercial Registration No. 41150 !. " 0 • ~ __ .J. Authorised and paid up Share Capital i'""""..)J ~ 0 A,A· .,. •• t~J ....,..IIJ ~ C.>-,~l1 JL.JI ,_,..C AED 358,800,000 ~ , .... ; .11~~I dJ\__..o)'1 - ~..J !. • !. \ : .,...._• P.O. Box 4041 Dub ai - United Arab Emirates Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +,\y\-t.-n"'AAAA"\:,_,..s:u, +'\y\-t.-n"'AA"Ao:....Lu, ·E·,a·u:/I·~g.Jl ~!ll i:iI..SF NaUonal CelTlenc Co. ts.s:«: E1Board Meetings: The Board of National Cement Co. held (7) meetings during 2018 as follows:

# Date of Meeting No. of attendants Attendants by Proxy Name of Absent Members 1 15/0512018 Seven members - - 2 26/012018 Six members - Mr.! Abdulaziz Abdullah AI Ghurair 3 08/08/2018 Six members - Mr.! Mohammed Abdulghaffar Hussain 4 22/10/2018 Seven members - - 5 12/02/2019 Seven members - - 6 25/03/2019 Seven members - - 7 3110312019 Seven members - -

FI A Statement of the BOD's Tasks and Functions which were performed by the Executive Management pursuant to an Authorization by the BOD to the Management: - Mr.l Mohammed Abdullah AI Ghurair has been authorized to open a current account for the Company in KSA and to represent the Company against Riyadh Bank - With regards to governance, Board Member Mr.l Mohammed Abdullah AI Ghurair has been authorized to make any amendments as required by SCA. GI A statement of the details of transactions made with the related parties (stakeholders): Related parties represent major shareholders, directors and key management personnel of the Company, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Company's management.

(4)

41150

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1 - Related part transactions 2018 2017 AED'OOO AED'OOO Associate Interest income (Note 8) 18,691 13,282

Other related parties Revenue 35,419 27,515 Purchases (11,872) (9,797)

2 - Related part balances Due from related parties 2018 2017 AED'OOO AED'OOO Current accounts Associate 89,943 84,110 Other related parties 16,997 13,830

106,940 97,940

Due to related parties 2018 2017 AED'OOO AED'OOO Current accounts Directors 1,750 Other related parties 1,042 1,461

1,042 3,211

Terms and conditions of transactions with related parties The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables.

3- Remuneration to key management personnel

Commercial Registration No. 41150

Authorised and paid up Share Capital r"J..l ,",0 A,A· .,. •• t_,.j~I.J ~ c:~1 JUI ,-",iJ AED 358,800,000 P.O. Box 4041 Dubai - United Arab Emirates .; , "> -; .11~~I .::.IJL-;il - v++' !. • t , : ,-:,.u"" Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +~V'-i-,",,",AAAA\ ~u'+~V'-t-,",,",AAAAO ~u ·E .to·uiI. a.,.;....bgll ..:.:...iD.&u!l1a...sF Na~/onal Cel71en~CO.p.s:«: 2018 2017 AEO'OOO AEO'OOO

Salaries and other short-term benefits 3,431 3,437 End of service benefits 175 175 Directors' fees 1,750

3,606 5,362

Loan receivable from associate 2018 2017 AEO'OOO AEO'OOO

Loan balance 316,000 316,000

This loan represents AED denominated loan given to the associate and recoverable in ten installments over a period of five years beginning from December 2015, yet the associate has defaulted on several payments. The interest rate on this loan is charged at the rate of 5.85% per annum. The loan carries pledge against the assets of the associate and is guaranteed by the personal guarantees of certain shareholders of the associate. Management performed an impairment assessment on the loan and evaluated the associate's ability to repay the loan based on the associate's projected future cash flows and current results of operations. Based on such assessment, and the fact that the loan is secured against pledge of assets having a fair value exceeding the loan amount at 31 December 2018, management concluded that no impairment is required to the loan balance. HI COmpany Organizational Structure:

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Commercial Registration No. 41150 Authorised and paid up Share Capital r-"'JJ 'I'" 0 A,A' '.' •• t_,..jJ.... i .11~~I ..::..I.;L-.)'I - ~,J t • t \ :,-:-,.~ Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +\V\-f_-""I"AAAAI: ~u, +'\V\-t-n"AAAAo: ~u. 'E.,o.t.fo.~g11 ~!l1 d...S_p:t. National CelTlenc co_ ts.s:«: vc ornpanv 0"lrectors: _AnYother in-kmd Name Position Date of Total Salaries and Allowances Total Bonuses said in Bonuses for 2018 or Appointment paid in 2018(AED) 2018 (AE ) navable in the future Mohammed A. Al Ghurair General Manager 1978 1.960.000 120,000 - Mohammed Majd Nouh Works Manager 1998 407.200 25,000 - Johar Abbasi Financial Manager 1985 500.960 29,580 - Radwan Moukat Projects Manager 1983 363.000 21,500 - Sayed Saifulla Sales Manager 2009 254.520 12,000 - Rashmi Menon HRManager 2012 321.000 15,485 - (4): External Auditor: Ernst & Young (E&Y) is a leading company in the field of insurance services, tax consultancies, commercial transactions and consultant services. It is headquartered in four areas all around the world that include 33 regions. E&Y Dubai office has a strong base of professionals with wide experience, efficiency and more than 50 partners worldwide. In the Genera IA ssem blIy meeting heId on 26/06/2018 ,a decisron.. was taken to appoint M1s E&Y to audit the Company's accounts or 2018 as of the second half of 2018. Name of Auditing Firm Ernst & Young (E&Y) Number of years served as an external auditor for the One Year Company Total fees for auditing the financial statements of 2018 AED 130.000 (one hundred and thirty thousand dirhams only) (in AED) Fees and costs of the special services other than AED 60.000 (Sixty thousand dirhams only) auditing of the financial statements in 2018 (in AED) The details and nature of the other services provided Additional works related to auditing the accounts of the associated companies 1 -CNK Hussain AI Sayegh Chartered Accountants has audited the financial statements of the first and second quarters upon the authorization of the General Assembly held on 22/04/2018 with fees of AED 175.000 (one hundred seventy-five thousand dirhams only). Other services performed by an external auditor other 2 -Grant Thornton has assessed the effect of the associated company in Sudan on the company, than the Company's auditor in 2018 assessed the associated company's accounting practices and the depreciation of the associated company's loan against fees of AED 80.000 (eighty thousand dirhams only). ,.~,.,.- /.,f;'/ ~•.~\;l:o~9-11 ~{~P~~ if' ~\.,. . '_ (7) 1 .

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The Reservations made by the Auditor in the interim and annual financial statements for 2018: (1) We were not provided with a detailed assessment from management in regards to the classification of investments in debt instruments with a fair value of AED 322 million as at 30 September 2018, which have been preliminarily classified at fair value through other comprehensive income upon application of IFRS 9. As stated in Note 8 to the interim condensed financial statements, management is in the process of performing such assessment, which was incomplete as of the date of our report. Accordingly, we are unable to determine whether any adjustments to the classification of these investments were necessary in the interim statement of financial position as at 30 September 2018and whether any adjustments were necessary to the classification of the related negative net change in fair value of AED 23.5 million recorded during the nine-month period ended 30 September 2018 under other comprehensive income. (2) Investments at fair value through other comprehensive income include an equity instrument with a carrying amount of AED 73.9 million, which is carried at cost as at 30 September 2018. As stated in Note 8 to the interim condensed financial statements, management is in the process of determining the fair value of this investment. Accordingly, we are unable to determine whether any adjustment to the value of this investment was necessary as of 30 September 2018 and 31 December 2017. (3) We were not provided with a detailed impairment assessment of the loan and balance due from the Company's associate amounting to AED 316 million and AED 92 million, respectively, as at 30 September 2018. As stated in Note 10 to the interim condensed financial statements, management is in the process of performing such assessment. Consequently, we are unable to determine whether any adjustments to these balances were necessary as of 30 September 2018 and 31 December 2017. (4) Movements in the investment in the Company's associate in Sudan during the current and prior periods, which were recorded in applying the equity method, were based on the associate's financial statements prepared in accordance with the associate's accounting policies under IFRS. The Company has not taken into account the necessary adjustments to give effect to uniform accounting policies while applying the equity method in its financial statements, as required by lAS 28. In addition, management has not accounted for the adjustments necessary for hyperinflationary economy, as required by lAS 29, prior to applying equity accounting. As stated in Note 9 to the interim condensed financial statements, management is in the process of preparing the financial statements of its associate in accordance with the above-mentioned accounting standards, which was incomplete as at the date of our report. Consequently, we are unable to determine whether any adjustments to the investment balance were necessary as at 30 September 2018 and 31 December 2017 carried at AED 98.8 million and AED 256.8 million, respectively, as well as whether any adjustments to the movement in the investment during the current and prior periods were necessary.

Management has committed to complete the assessments mentioned in points (i) to (iv) above before the issuance of the Company's annual financial statements as at and for the year ending 31 December 2018, whereby all necessary adjustments resulting from such assessment will be reflected in the 2018 annual financial statements. As of the date of our review report, we were unable to assess the effect, if any, on these interim condensed financial statements that would be resulting upon completion of such assessments. Accordingly, we have modified our review report.

~~ Commercial Registration~ N~~\lj~~9'~. ~ e(... Authorised and paid up Sh ,"L:apit 1 .;j' ~ , r-"J-' 'r' 0 A,A 0 0,0 0 0 t.~..>..AlI_' "-! c::~t .._)L.JI._,..i..} A E D 3 5 8 , sro n , 0 0 ~'Jf ~ .. ~, "'; .1I~~lwl..JL_..;::.'I-~,j tot, :,_,...... ,.... P.O. Box 4041 Dubai - United A . JfJr.1IiWa ,. I~~ , Tel.: +971-4-3388885, Fax: +97 .,.\~388 8 .&.it ~~ [email protected] +'v, -t-'I"'I"AAI'IA,:._,..:s:Li, +'V\-t-'I"'I"AAAAO :.....Q:iu ,\, "70 . (,f., ". ! ," 'V""C"'~_"I '-.."_'.... Q' ".r ~ ',~>'( r: r ... ",,'

Independent Board Member Chairman of the Committee Mr.l Mohammed Abdulghaffar Hussain Non-Executive Mr.l Abdulaziz Abdullah Ahmed AI Ghurair Board Member Non-Executive Member Independent Board Member Member Mr.l Ahmed Essa Ahmed Hareb AI Falahi Non-Executive Mr.l Rashid Abdullah Ahmed AI Ghurair Board Member Non-Executive Member

The functions and duties assigned thereto have been completed as follows:

(1) Following up and monitoring the external auditor and discussing the nature, scope and effectiveness of audit according to the approved auditing standards. (2) Controlling the safety of and reviewing the Company's financial statements and quarterly and biannual reports as part of its normal business within the year and particularly focusing on: Compliance with such accounting standards as may be prescribed by the SCA. Compliance with the listing and disclosure rules and other legal requirements in relation to the preparation of the financial reports. (3) Coordinating with the Board of Directors, Executive Management, Chief Financial Officer (CFO), and a meeting was held with the external auditor of the Company. (4) Reviewing the financial control, internal control and risk management systems of the Company. (5) Reviewing the financial and accounting policies and procedures in the Company. (6) Ensuring that there are no substantial inquiries raised by the external auditor to the Management concerning the accounting records, financial accounts or control systems that were not answered by the Company. (7) Monitoring the extent of Company's compliance with the professional behavior.

(9)

Commercial Registration No. 41150 ~\\ o· /"-- _ Authorised and paid up Share Capital r-"'...>.J 'f' 0 A,A· ',. •• t_,....o ..w,JlJ '-! c:::_,...... JJU1I ....,..C AED 358,800,000 P.O. Box 4041 Dubai - United Arab Emirates " ' ." ~ .11~~I .::..I.)L_.,J'I - ~.) t • t' :...,...(jD Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: cementrsxnationalcement.ae +,\y\-t-r''f'AAA',\: ~u, +,\y\-t-r'r'''AAAo:.....i:;u 'E.,a.Lfo.~g.l1 ~!l1 CI..s~ Harlanal Cernenr Ca. p.s.c.

The Audit Committee held seven (8) meetings in 2018 as follows:

151 2nd 3rd 4th 5th 6th 7ili 8th Member Name 26/06/2018 08/08/2018 22/10/2018 31/1012018 12/1112018 12/02/2019 25/03/2019 31/03/2019 Mr.l Mohammed Abdulghaffar Hussain present Absent Present Present Present Present Present Present Mr.l Abdul Aziz Abdullah A Al Ghurair Absent Present Present Absent Present Present Present Present Mr.l Ahmed Essa Ahmed Hareb Al Falahi Present Present Present Present Present Present Present Present Mr.l Rashid Abdullah Ahmed Al Ghurair Present Present Present Present Present Present Present Present

(6) Nomination and Remuneration Committee:

Mr.l Abdulaziz Abdul Raouf AI-Awar Board Vice Chairman Independent / Non-Executive Chairman of the Committee Mr.l Sultan Abdullah Ahmed AI Ghurair Board Member Non-Executive Member Mr.l Ahmed Essa A. Hareb AI Falahi Board Member Independent / Non-Executive Member The duties and functions assigned to this Committee have been completed as follows: (1) Ensuring the independence of the independent members. (2) Verifying that the remuneration and benefits given to the senior executive management are reasonable and consistent with the Company's performance. (3) Defining the Company's needs of efficiencies at the level of the senior executive management and employees and the criteria for selecting them. (4) Preparing and controlling the implementation and reviewing of the HR and training policy. The Nomination and Remuneration Committee held one (1) meeting in 2018:

Member Name 25/03/2019 Mr.l Abdulaziz Abdul Raouf AI-Awar Present /~ ~vJ ~ Mr.l Sultan Abdullah Ahmed AI Ghurair Present ,f<~ ~4 ~~~\ Mr.l Ahmed Essa Ahmed Hareb AI Falahi Present \" . Dubal ~.~/ .~ ~~:l, *:y~ ~ \ ;~d

(8) : Any committee or other committees approved by the Board of Directors: There is no any other committee constituted in 2018.

(9): Internal Control System: The Board Internal Control Department is comprised of:

Member Name Capacity Qualification Auditor and Head of Internal Bachelor's Degree in commerce major: accounting (1990) ZAKIR SHABBIR HUSSAIN Control Department Chartered Accountant Certificate (1997)

AHMED ALI ABDELDA YEM Compliance Officer Bachelor's Degree in law (2009)

PITHAWALA ZOAEB MOHAMMED HUSAIN Accountant Bachelor's Degree in commerce major: Accounting (1993)

The Board acknowledges its responsibility for the Internal Control System in the Company and that the Internal Control Department has carried out its duties as follows: (1) Ensuring the compliance of the Company and its employees to the applicable laws, regulations and resolutions. (2) Laying down the internal policies and procedures used to prepare the financial statements. (3) Reviewing the financial statements including the main control elements, financial affairs, operations and risk management. (4) Reporting the results of auditing to the Board and enabling it to assess the internal control and efficiency of risk management. (5) The Company had no problems in 2008. (6) The Board and the Board Committees were informed that there were no emergency unexpected conditions that substantially affected the Company's financial position. (7) The Internal Control Department has prepared the Corporate Governance Report (CGR) of 20 18.

(10): Violations: No violations were reported against the Company in 2018.

(11): The Company's Contribution in 2018 to the Local Community Development and Environmental Conservation: _The main objective of National Cement Co. (P.S.c.) is to effectively contribute to the urban boom adopted by UAE as the cement industry is one of the strategic industries for the establishment of a comprehensive urban development in the State. (1

Commercial Registration No. 41150 t " o· f>------jw--'IC":I, Authorised and paid up Share Capital ~..)..J 'i0 A.A' • AED 358,800,000 P.O. Box 4041 Duhai - United Arab Emirates ~\ ",; .II~ Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: cement@nationalcemenLae ·E·.o·ui-·~gJl ~!l1 i:iI...SF Nat:/onal CelTlent: Co_ p_s_c_ _ National Cement Co. is committed to participating in the World Clean-up Day held by Dubai Municipality (DM) on an annual basis and provides some of the machines and equipment required by Dubai Municipality. A contribution of AED 25.000 (fifty thousand dirham) has been made as a contribution in the campaign of Clean the World...... _ National Cement Co. has acted upon the Instructions of Dubai MUnicipality on the Internal and external cleanliness around the factory, and the landscapes have been increased inside the Company and around the external walls, applying the method of Drip Irrigation in order as much water as possible...... _ In order to maintain the environment, according to the local and International criteria and standards, the factory was provided with dust filters to avoid the environmental pollution.

(12): General Information:

A. Company Share Price in 2018: Month Closing Price Highest Price Lowest Price January 2.850 2.900 2.850 February 2.850 3.160 2.750 March 3.400 3.400 2.700 April 2.820 3.400 ,,' 2.820 May 2.700 2.700 2.700 June 2.800 2.800 2.700 July 2.600 2.600 2.600 August 2.340 2.600 2.340 September 2.340 2.340 2.340 October 2.200 2.340 2.200 November 2.200 2.200 2.200 December 2.200 2.200 2.200

Commercial Registration No. 41150 Authorised and paid up Share Capital AED 358,800,000 P.O. Box 4041 Dubai - United Arab Emirates t, :",.LU"" Evrnail: [email protected] Tel.: +971-4-3388885, Fax: +971-4-3388886 "0: ....LU ·E·,o·ui-·~gJl ~!ll i!LSF Narlonal CelTlenr Co. ts.s:«: B. Comparative Performance: A statement of the comparative performance of the Company's shares with the A statement of the comparative performance of the Company's shares with the Industrial Sector Index Market Index

5 120 4000 . 5 4.5 3500 4.5 _. - - ~._--- ~. -- ,------. ~ 200 4 3000 4 3.:- 3.5 2500 - leo 3 3 l 2000 . ." .~ 2.5 t 1- 160 - 2.5 1500 2 'I, 1." 2 1000 _ .._---_ 1.5 1 140 15 500 0.5

--- 1 0 . - _.. 0 120 __"", <,; JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 0.5

·100 0 AUG SEP OCT NOV DEC JAN fEB MAR APR MAY JUN JUL . . ------l··lljr!' _r:,. ._;,s_r:JI/'!-" )'- I -~_(I.i...al't'.k~J..o _;.s_,.:J' .....J"--' I

C. Shareholding Distribution as at 31/1212018:

S.N. Category Local Arab Foreign Total 1 Companies 75.49% 2.34% 0.13% 77.96% 2 Individuals 13.47% 8.27% 0.29% 22.03% 3 Governments 0% 0% 0% 0%

Total 88.96% 10.61% 0.42% 100%

(13)

No. 41150

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~ , '>; .11'_-:!·u-__.jl ..:.1..)L_.,;:i1 ~ ~.J t • t \ :'7'.,-""" E-mail: [email protected] +,y\ ~ t -n" AAAt,\ : ._,..$:u , +,Y \ --i-r-," AAAAo : ~L..t. 'E·,a·tfo.~gJl ~PI d.SF Na~/onal Cetnen~Co. o.s:c: d.Shareholders who hold 5% or more of the Company's Capital' Shareholder Name Number of Shares '. % of Shares Held AI Ghurair Private Co. 129.419.885 %36.07 AI Ghurair Investment 104.411.910 %29.10 e. Shareholders Distribution by the Size of Equity as at 31/1212018:

SIN Shares Owned Number of Shareholders Number of Shares Held % of ~hares Held to the Capital m 1 Less than 50.000 164 1.837.393 %0.512 2 From 50.000 to less than 500.000 105 18.780.909 %5.234 3 From 500.000 to less than 5.000.000 38 58.548.914 % 16.318 4 More than 5.000.000 7 279.632.784 %77.935 (f) Procedures Taken with respect to the ~ontrols ~f.lnvestors' Rela~ions: . An investors' relations webpage has been es~abhs~ed, providing. al.1the conta~t Information of the Investors' Relations Officer. Furthermore, the Corporate Governance Report (CGR) and the Company s Articles of ASSOCiationare available on the Company's website. All the requirements of the resolution of the Securities and Commodities Authority (SCA) Chairman. of the Board of Directors No. (7!R M) for the year 2016 on the standards of institutional discipline and governance of public joint companies shall ~e met.1n2018 .. _ Name and Contact Information of the Investors Relations Officer: Mr.! Ahmed Abdel Dayem Tel: 04 3388885 Direct Line: 04 3047295 Mobile: 052 9186583 Email: [email protected] Investor Relations link: IWWW.NATIONALCEMENT.AE

(9) Special Resolutions presented to the General Assembly held in 2018 and the Procedures Taken with respect thereto:

_ No special resolutions were taken in the General Assembly held in 2018.

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(i) Significant Events that took place in the Company during 2018: No significant events have taken place in the Company.

(j) A Statement on the Emiratization Percentage in the Company in 2018: The Emiratization percentage reached 0.75% by the end of 2018.

(k) A Statement of Innovative Projects and Initiatives by the Company or which were under Development during 2018:

1- National Cement Co. has completed the Project on the retrieval of the lost heat energy and the generation of electricity and is currently coordinating efforts with DEWA to obtain its consent to connecting to the network. Needless to say that the authorities are keen to merge such projects so as to limit the carbon emissions. 2- The costs of the lost heat recovery project and the generation of electricity reached AED 59 m, so far. According to DEWA's resolution on the method of connecting powers, some more costs shall be incurred, which are estimated at AED 1.5 to 2.0 m. The execution of such project shall reduce the carbon emissions by 9.400 tons per annum. 3- National Cement Co. has successfully completed the Project for making use of and marketing the resultant furnace dust, and the total savings in this project shall be AED 1.9 m per annum. 4- National Cement Co. managed to recycle the wastes, and total savings in this project amounted to AED 9.2 m per annum.

May Allah Guide us to the Right Path ... Chai~maCV:h~B,ard ~ to/, ; A.Y 1/ Mr. Kasi?e'd S~ifAhmedXl Ghurair

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Commercial Registration No. 41150 Authorised and paid up Share Capital t"-"..)..l 'I" 0 1\,/1.' ',' •• t~.J...AlI'_'",-! C~I JUI U'"'C AED 358,800,000 P.O. Box 4041 Dubai - United Arab Emirates ;; \ ,,; .11 4.--.!.u-_~1.:..1..)L-....o)'1 - ._.----!,J £. • £., : '-:"V"" Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +\ V\ - £.-'1"'1" 1\/\/\/\ i :._,..su , +\ V\ -£,-'1"'1" /\/\",,0 : ~u.