Table of Contents External Auditor Overview of the External Auditor External Auditor Remuneration

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2 RAK Ceramics SC Table of Contents 1 Application of Corporate Governance rinciples Governance Structure Transactions of the BOD & their relatives of first degree in the Company Securities during the year 2013 Transaction Law Transaction in Securities The Board of Directors Composition of the Board of Directors rofile of the Members of the BOD and Brief overview Remuneration of the Members of the Board Meetings of the BOD Delegation to Executive Management Names and Remuneration of Senior Executive Management Dealing with Related arties External Auditor Overview of the External Auditor External Auditor Remuneration Board Committee Audit Committee Audit Committee Meeting Nomination and Remuneration Committee Nomination and Remuneration Committee Meeting Internal Control Department 13 7 Violation Committed 14 8 Company s contributions in developing the community and protection the environment during General Information Stock Market Data Distribution of Shareholder Ownership Ownership of Major Shareholder Conclusion 19

3 RAK Ceramics SC 1- Application of Corporate Governance rinciples Ras Al Khaimah Ceramics (the Company ) considers that sound corporate governance is one of the key factors to enhance the image of the company, both locally and internationally. The Company believes that the commitment to corporate culture motivates directors, managers and employees to maximize operational efficiency and comply with sound principles, by ensuring returns on investment and long term productivity growth. To ensure the proper application of the principles of sounds corporate governance, as stipulated in the guideline issued by the ESCA, Ras Al Khaimah Ceramics Board of Directors has adopted the comprehensive set of corporate governance policies and procedures within the Company. This assures that utmost vigilance is exerted by the Board and the executive management, compatible with the legal and regulatory requirements reflecting the real orientation to comply with the standards developed by the Ministry of Economic Affairs and the ESCA for Corporate Governance. The roles and responsibilities of the Board are segregated from the functions of executive management, whereby the Board assumes the overall supervision of the strategic growth of the Company and provides direction through the approval of the strategic initiatives, policies and objectives, while the day to day affairs of the company are carried out by the executive management led by the Chief Executive Officer (CEO) of the Company. Thus, the Company ensures that the interests of the stakeholders are protected along with the company obligations by exercising best corporate governance practices. The corporate governance practices applied in the Company since 2009 include integrated and interrelated phases to achieve the proper application of the code issued by the ESCA, and the application of comprehensive measures of governance including Required amendment to the Articles of Association of the company, using the model prescribed by the Authority. Convened Extraordinary General Assembly Meeting to adopt the required amendment in the Articles of Association. Classification of the members of the Board according to the governance rules into executive, non-executive and independent members. Independent members of the board representing one-third of the Board. Call for General Assembly Meeting to elect and re-form the Board in accordance with the Corporate Governance requirements. Drafting of the procedural rules for corporate governance, supervision and control over their application. Developing written rules regarding the dealings of the board of directors of the company and employees in the securities issued by the company. Formation of the permanent committees according to the governance rules. Drafting the procedures related to the formation of the committees, identifying the tasks, the duration of their work and the powers granted to it. The board of directors framed internal control system, after consultation with the executive management and established internal control department. 1

4 RAK Ceramics SC The board of directors determined the objectives, functions and powers of the internal control department as mentioned in governance rules. The optimal application of sound corporate governance practices within the Company provides assurance to the Board with regards to the internal monitoring of the company and confirms the commitment of the Board to continuous development of corporate governance practices to suite and cope with the changing needs and conditions. In this context, the annual corporate governance report submitted to the ESCA aims to ensure a transparent disclosure of the government practices applied by the Company, which embodies the application of policies that all parties must abide by. The practices include monitoring of the capital structure, control, shareholders rights, equality, development of the charters of the BOD and its Committees, systems, related parties transactions policy, rotation, and the periodic review of the principles of professional conduct, in order to ensure the application of best practices that meet the needs and objectives of the Company. Organization Structure: Shareholders Independent Auditor Audit Committee Internal Control Board of Directors CEO Nomination & Remuneration Committee Executive Management Team Group Company Heads Operational Management Team 2

5 RAK Ceramics SC 2- Transactions of the BOD & their relatives of first degree in the Company Securities during the year Transaction Law The Company has adopted rules regarding dealing in the Company s securities by the members of the Board, their relatives of first degree and the employees of the Company which are based on Article(38) and (39) of the Federal Law No. (4) of 2001 concerning the regulations as to trading, clearing, settlement, transfer of ownership and custody of Securities, and Article(36) of Decision No (3) of 2000 concerning the regulation as Transparency & disclosure and Article (3.14) of the ministerial resolution No (518) of 2009 concerning the Corporate Governance and Corporate Discipline Standards. The above mentioned rules were approved and endorsed by the BOD and approved by the ESCA. The rules specifically require directors and key management personnel not to engage, without prior approval of the Board, in any trade of Company shares held by them for less than three years. Transactions in Securities The following information shows the dealing of the members of the Board, their relatives of first degree and the employees of the Company in the securities during the year 2013: Transactions by the members of the Board Name osition Type Quantity 511,584 (511,584) (294,661) H.H. Shk. Mohammed Bin Saud Al Qassimi H.E. Hamad Abdullah Ahmed Al Muttawa 3- The Board of Directors Chairman Member Buy Sell Sell The Board monitors and guides the company through the review and approval of the various company policies, including the salaries and salaries adjustment, incentives, bonuses, promotion, benefits, stock options, performance target of top executives & investment whether originated directly by the Board or its committees, to ensure the adherence to specific standard limits in order to minimize the exposure to risk. Composition of the Board of Directors In conformity with the Company s Articles of Association, and in accordance with the applicable Laws and regulations of the Ministerial Resolution No. (518) for 2009 regarding Corporate Governance. The current Board of Directors was elected in General Assembly Meeting held on 28 May 2012 for three years and consists of 5 Members the Chairman (Non Executive, Independent), One Executive and Three Non Executive memebers - two of the members are independent. The term of current members of the Board will expire on 27 May Therefore, the composition of the Board satisfies the requirements of Article (3.2) of Ministerial Resolution No. (518) of

6 RAK Ceramics SC The following Table describes the composition of the present Board of Directors : Sr 1 Member Name H.H. Sh. Mohammad Bin Saud Al Qassimi osition Chairman Category Non-Executive,Independent Shk. Ahmed Bin Humaid Al Qassimi Mr. Hamad Abdullah Al Muttawa Dr. Mohammad Abdulatif Al Shehhi Mr. Khaled Abdulla Yousef Abdulla Member Member Member Member Non-Executive, Independent Non-Executive Non-Independent Non-Executive, Independent Executive, Non- Independent Members of the Board have the requisite expertise and management skills that qualify them to conduct their duties towards the best interest of the Company. Members of the Board are selected through the voting process as per the guidelines issued by the ESCA. rofile of the members of the Board & brief overview of their practical experience: Sheik Mohammad Bin Saud Al Qasimi: Chairman Non-Executive, Independent Member Since: April 2009 Brief Overview: The crown prince of the emirate of Ras Al Khaimah, UAE. He was appointed as a member of the Board on 16 April He was appointed as Vice Chairman on 30 Oct In the General Assembly Meeting, held on 7 th April 2011, he was named as the Chairman of the Board of Directors of the Company. Qualification: HH Shk Mohammed holds Bachelor s degree in olitical Science from the University of California in the United States of America. Other Current osition (s): Chairman of MAJAN rinting and ackaging. Chairman of Investment Development Office (IDO), RAK, Member of the Board of RAK Gas Commission, RAK Sheik Ahmed Bin Humaid Al Qasimi: Board Member Non-Executive, Indpendent 4

7 RAK Ceramics SC Member Since: January 1996 Brief Overview: SHK Ahmed Bin Humaid is a member of the Board since January He was re-appointed in the General Assembly Meeting held on 28 May Qualification: Bachelor s degree from military college in Egypt. Other Current osition (s): Chairman of RAK White Cement (.S.C), RAK orcelain (L.L.C) Mr. Hamad Abdullah Al Muttawa Board Member Non-Executive, Non-Indpendent Member Since: Inception Brief Overview: Mr. Hamad Al Muttawa is a member of the company since its inception. He was Deputy Minister in the ministry of Agriculture and Fishery in the UAE until He also served for more than 50 years in Scout Mission in the UAE. Qualification: Bachelor s degree in Geography from Alexandria in Egypt. Other Current osition(s): Chairman of RAK oultry Farms, RAK Diary Farm, he is also a member of the board of RAK Co-operative Society and associated with the institution for the poor and needy and elderly in UAE. Dr. Mohammad Abdullatif Al Shehhi Board Member Non-Executive, Independent Member Since: April 2009 Brief Overview: Dr. Al Shehhi is a member of the board since 16 April He has diversified experience in strategic planning development and business development as well as in public administration. He served in various government bodies in the UAE in the field of teaching as well as consulting. Qualification: Bachelor s degree in ublic Administration from UAE University. hd in management and MBA, both from University of South California. Other Current osition(s) : Director of the department of Human Resources in Government of RAK. 5

8 RAK Ceramics SC Mr. Khalid Abdullah Yousef Aal Abdullah Board Member Executive, Non-Independent Member Since: May 2012 Brief Overview: He was appointed as member of the board in General Assembly Meeting held on 28-May Qualification: Bachelor s degree in Business Management majoring in Management Information System, from University of Arkansas, the United States of America Other Current osition(s): Chairman of KAYGroup; CEO of Majan rinting & ackaging. Remuneration of the members of the Board The remuneration of the members of the board are set pursuant to Article (7) of the ministerial decision No. (518) of 2009 concerning Governance rules and Corporate discipline standards, and Article (118) of the commercial companies Law No. (8) for Therefore the remuneration of the board members is calculated as a percentage of the net profit of the company. The company may also pay the cost or additional remuneration or a monthly salary to any member of the board if that member is a member of any committee or is providing special efforts to the benefits of the company over his efforts as board member. In all cases the remuneration of the board members shall not exceed 10% of the net profit after deducting depreciation & legal reserves and distribution of dividends not less than 5% of company s capital, to the shareholders. Therefore, the remuneration of the members of the Board are set by the shareholders of the company upon a recommendation of the Board of Directors in the General assembly Meeting. The amount of the directors remuneration for the year 2012 is AED 2,400,000. With regards to proposed remuneration for the year 2013 and according to the proposal which will be presented to the General Assembly Meeting to be held on 17 April 2014, the amount of directors remuneration is AED 2,400,000. The board members are eligible for allowance for attending meetings of the Board and its committees during the year 2013, as follows - The Chairman of the Board and any of its committees AED 10,000 per meeting Members of the Board and any of its committees AED 5,000 per meeting Mr. Khaled Abdullah Yousuf draws monthly salary of AED 100,000 for the services rendered during the year

9 RAK Ceramics SC Meetings of the Board of Directors The meetings of the Board are held regularly, or when invited by the chairman, or when demanded by at least two third members of the Board, according to the Company s Articles of Association. The invitation for the board meeting should be communicated to all members at least one week prior to the meeting. In this regard, any member can add a subject to the meeting agenda. The Company s Articles of Association also provides detailed information on the attendance, quorum, voting and meeting requirements. The board should periodically meet in order to ensure that it is adequately fulfilling its roles and responsibilities. The board should hold at least six meeting during the year. In 2013, the board held six meetings as follows : Meeting Date Attendance ercentage 28/03/ % 12/05/ % 01/08/ % 13/10/ % 30/10/ % 29/12/ % The presence of members of the Board at these meetings & the General Assembly Meeting held on 23 rd April 2013 is as follows : Date H.H.Shk. Mohammad Bin Saud Al Qassimi Shk. Ahmed Bin Humaid Al Qassimi Mr. Hamad Al Muttawa Dr. Mohammad Al Shehhi Mr. Khalid Abdullah Yousef Aal Abdullah 28/03/2013 A 12/05/ /08/ /10/ /10/2013 A 29/12/2013 Fees (AED) 50,000 25,000 30,000 30,000 30,000 Note: = resent, A= Apologies 7

10 RAK Ceramics SC Delegation to Executive Management : In accordance with the corporate governance code of ESCA, in order to ensure the separation of power between the Chairman of the Board and the CEO of the company, the Board has paid due attention to this aspect and has adopted a clear policy since establishment of the company with a complete segregation between the duties of Chairman of the Board and the CEO. The CEO is appointed by the Board. The primary role of the CEO is to define and execute the business vision, mission, strategy and organization. He is responsible for the overall operations, profitability, and the delivery of sustained growth of the Company. He must direct the company towards the achievement of its objectives. In line with this policy, the day-to-day operations of the company are managed and presided over by Mr. Abdullah Massaad as CEO of the Company, a position he was assigned in meeting of the Board held on 04 June He is assisted in his duties by experienced and highly qualified team from the executive management. Executive management of the company is fully aware of its role on governance, through its commitment to implement the legislative requirements and the instructions of the Board in way to strengthen the control environment in the various processes, by taking into account the priority interest of the Company and its shareholders, audit the performance of the Company to achieve its goals and objectives, and monitoring the performance. Establishment of procedures for the governance, supervision and control The Board of Directors gives executives management the rights to represent the Company and sign on its behalf on limited financial and administrative transactions. Names and remuneration of Senior Executive Management: Names, positions, date of appointment and remuneration of Senior Executive Management in AED: Sr Name osition Total Salary Bonus for Appointed aid for 2013 aid Date 2013 in 2014 Total Mr. Abdullah CEO 2-Jun ,922,097 2,722,841 7,644,938 1 Massaad 2 Mr. Manish Joshi CSO 1-Aug ,123, ,000 1,333,544 3 Mr. Manoj Aheeray CFO 16-Jun ,102, ,563 1,213,563 Total 7,147,641 3,044,404 10,192,045 Dealing with the Related arties: The related parties represent some of the members of the board of directors, Major Shareholders and Key Management, the detail of the transactions is as follows: 8

11 RAK Ceramics SC Transactions with Major Shareholders: (Other than ayment of Dividend) Description Sales urchases 31 December ,159,075 Transaction with members and their association with other company: Description Sales urchases 31 December ,437, ,478,573 Transactions with Key Management: (Other than ayment of Salary) Description Sales urchases 31 December External Auditor According to the Commercial Companies Law No.8 for the year 1984, and corporate governance instructions, the General Assembly appoints an external auditor for the fiscal year based on recommendation raised by audit committee. The General Assembly also assesses the remuneration of the external auditors. The General Assembly Meeting held on 23 April 2013, appointed KMG Lower Gulf (KMG) as external auditors of the Company for the year ended on 31 December The external auditors attend the General Assembly Meeting to present their report and answer shareholders questions. Based on ESCA instructions, the external auditor conducts the review and the audit of the financial statement quarterly and annually, according to the relevant International Standards on Auditing. The external auditors present their report to the Board and the General Assembly in conformity with the Laws of United Arab Emirates. 9

12 RAK Ceramics SC Overview of the Auditor: KMG is one of the largest rofessional Services network in the world, and one of the BIG FOUR audit firms. The group employs around 138,000 professional globally in three lines of services: 1- Auditing 2- Taxes 3- Consulting and advisory Consultant Services divided into three groups: 1- Management Consulting 2- Risks Consulting 3- Transactions and Restructuring External Auditors Remuneration: Audit Office Name Number of Years spent as an external auditor of the company Total fees for auditing the financial statement for the year 2013 Total fees for other services other than auditing the financial statement for the year Nature of other provided services. KMG 3 years AED 498,500 plus out of pocket outlays upto 5% AED 341,636 Services to the Group on (1) the assessment of readiness of the Group s UAE operations for SA go-live and (2) agreed upon procedures engagement on financial information of the primary activities of the Group; 5- Board Committees To appropriately handle its duties, the Board is assisted by two specialized committees composed of members of the Board that report directly to it and perform function on its behalf and improve its efficiency. These committees include: Audit Committee and Nomination & Remuneration Committee Audit Committee : The audit committee is composed of three members, one of them will be selected by the Board as Chairman of this committee. The CEO attends all meetings of the Audit Committee, without voting right. Majority of the Audit Committee members are independents, non-executive members and all of them have the knowledge of accounting & financial area. 10

13 RAK Ceramics SC Composition, Competencies, and Task of Audit Committee Member osition Tasks Dr. Mohammad Abdulatif Al Shehhi Chairman The Audit Committee reviews the Financial Statements, ensures Shk. Ahmed Bin Humaid Al Qasimi Member effectiveness of the Internal Controls and the performance of the internal audit, external audit & Compliance. For the Mr. Hamad Abdullah Al Muttawa Member purposes of confirming the adherence to transparency and independence principles, the internal audit department reports directly to the audit committee whereas the head of internal audit is responsible to submit reports and observations to the committee on regular basis. Committee Tasks: a- Recommend to the Board the statutory auditors in the context of their independence, remuneration and terms of engagement for approval by the shareholders. b- Review the audit plans and results of the audit and whether statutory auditors have full access to all relevant documents. c- Oversee the internal audit function in general, and with particular reference, review the scope of the internal audit plan for the year, report of internal auditors pertaining to critical areas, efficacy of internal auditing, and make sure that the internal auditors have full access to all relevant documents. d- Oversee the adequacy of internal control system, and internal audit report. e- Review of any non-compliance with disclosure requirements prescribed by the ESCA. f- Oversee the financial reporting process and the disclosure of its financial information to ensure the accuracy, completeness and credibility of the financial statements. g- Ensure that proper system is in place for adoption of appropriate accounting policies and principles leading to fairness in financial statements. h- Review annual and quarterly financial statements and make recommendations to the Board. i- Serve as a channel of communication between statutory and internal auditors and the Board. 11

14 RAK Ceramics SC Audit Committee Meeting The committee held four meeting during the year 2013, as given below : Meeting Date 28 Mar May 2013 Dr. Mohammaed Abdulltaif Al Shehhi Shk. Ahmed Bin Humaid AL Qasimi Mr. Hamad Al Muttawa 01 Aug Dec 2013 Fees paid (AED) 40,000 20,000 20,000 Nomination & Remuneration Committee The nomination and remuneration committee is composed of three members; one of them will be selected by the Board as Chairman of this committee. The CEO attends all meetings of the committee, without voting right. Majority of the Nomination & Remuneration members are independent, non-executive members and all of them have the knowledge regarding nomination process & remuneration. Composition, Competencies, and Tasks of Nomination & Remuneration Committee: Member osition Tasks Sh. Ahmed Bin Humaid Al Qasimi Chairman The Nomination & Remuneration Committee reviews the remuneration policy including that for the Board and the Dr. Mohammad Abdulatif Al Shehhi Mr. Hamad Al Muttawa Member Member executive management, employees, through a framework and policy to be approved by the Board. The Boards remuneration is approved by shareholders at the annual General Assembly Meeting, which has the sole right on such decision based on the Board s proposal. Nomination & Remuneration Committee Tasks: a- Framing policies and compensation including salaries and salary adjustment, incentive, bonuses, promotion, benefits, stocks options and performance target. b- Remuneration of members of the Board c- Strategies for attracting and retaining employees, employee development programs. 12

15 RAK Ceramics SC d- Determination of the company needs for qualified staff at the level of senior executives and the basis of selection. e- Key Issues referred by the Board. f- Annual performance review of the senior executives g- Verification of ongoing independence of members of the Board. Nomination & Remuneration Committee Meeting The committee held three meeting during the year 2013, it was as follows: Meeting Date 05 Mar May Aug Dec 2013 Fees aid (AED) Sheik Ahmed Bin Humaid Al Qasimi 40,000 Dr. Mohammad Abdulatif 20,000 Mr. Hamad Al Muttawa 20, Internal Control Department According to corporate governance requirements and the directions of the Securities and Commodities Authority, an Internal Control Department has been established with sufficient independence and staffed with the requisite professional qualifications, competence and experience, to enable it, fulfill its duties. The department reports to the Audit Committee of the Board. Board Responsibility The Board assumes entire responsibility for system of internal control in the Company whereby specific policies, guidelines and controls, covering all of the transactions, are devised. Moreover, the determination of responsibility limits, performance monitoring, privileges and authorizations on all operations has been implemented to clear policy for segregation of duties. The executive management is considered responsible for the overall control of these systems in coordination with the concerned Chief Officers, General Managers, Divisional Managers and domestic and overseas Branch Managers. The responsibility of implementing efficient internal control systems at the company level is rests on each employee. Work Mechanism of the Internal Control & Dealing with roblem The existing applicable internal control tools provide reasonable assurance of the soundness and accuracy of financial data, the safeguarding and preservation of assets, the detection of fraud, implicit responsibility or loss and deliberate error while adhering to applicable laws and regulations. Audit committee, on behalf of the Board, reviews the framework of internal controls and assesses the internal systems through the evaluation of processes carried out by the internal control department in addition to the reviews that the external auditors conduct. The Board confirms the adequacy of the 13

16 RAK Ceramics SC existence of effective internal controls at the company level based on the recommendations and advices presented by the Audit Committee as supported by internal control department The internal control department conducts its review of the internal control mechanism in the Company and submits its assessment and recommendations to the Audit Committee, thereby to the Board. The above review process is done in compliance with the applicable corporate governance legislations regarding the internal control system and the ministerial resolution No. (518) of The department prepares an annual report on internal controls to be submitted to the Board.. Generally, the main duties of the internal control department are: To prepare framework and document for internal control and internal audit. To define minimum standards of internal controls and audit to be followed. To prepare progress and schedule for internal control review and audit. To advise and Assist in policies and procedures of the risk management. To carry out any other task required for the achievement of its object. The Internal Control Department is headed by Mr. Vineeth E.S. who is qualified Chartered Accountant from India, having 8 years experience in field of Internal Audit. He has previously worked in Middle East as well. 7- Violations Committed During 2013, no instance was there for imposition of any fine or violation to the Company. 8- Company s contributions in developing the community and protection the environment during 2013 The company continued to re-affirm its commitment towards protection of environment and socioeconomic development as: As part of CSR initiatives, RAK Ceramics conducted a world cancer day seminar to mark world cancer day (4 th Feb) facilitated by rof. Adrian Kennedy- Specialist consultant from RAK Hospital focusing on employee health and welfare. RAK Ceramics participated in RAK Terry Fox Run last 1 March Collaborated with RAK EDA (Environmental rotection Development Authority) to participate in a regional Environment Clean Up Day on April 24 th

17 RAK Ceramics SC RAK Ceramics was one of the sponsor of 2 nd International Conference on Global Warming: Sustainable Cities from 5 th to 7 th May RAK Ceramics lunched a anti-smoking campaign on world no tobacco day (May 31 st ) in the smoking zone area within RAK Ceramics premises. Beat the Heat and No-to-Fire Summer awareness campaign focusing on fire prevention in the plants. Sponsored interschool quiz competition organized by Birla Institute of Technology- RAK. articipated in Your Can For a Tree recycling campaign organized Emirates Environmental Group and collected around 100 kgs of Cans for recycling. Recycled more than 300 outdated and used IT-related equipment on World Environmental Day. Sponsored and articipated in football, volleyball & Bowling tournaments during Ramadan. Employees and the company raised funds for Dress a Million Campaign to provide dresses for needy children worldwide. Offered Iftar meals to more than 1500 Muslim employees and also hosted special Iftar party for more than 6000 Muslim & Non-Muslim employees to strengthen the brotherhood and equality. Raised funds for relief items for victims of Uttarakhand Floods in India. Co-Sponsored CMO Asia s Ethical Brand Summit. Our team participated in the advisory board meeting and panel discussion at the summit. 9- General Information The company has been reporting financial results and material information online to the webpage of Abu Dhabi Stock Exchange (ADX). The Company has also been publishing invitations to Assembly General Meeting and material information in English and Arabic newspapers. The annual audited accounts & the report of the Board are circulated at the General Assembly Meeting to the shareholders. The report of the Board is provided in the annual report, includes the Management Discussion & Analysis of the periodic performance. The quarterly financial statements of the company are not sent to the individual shareholders of the company, instead they are uploaded in the designated web page of Abu Dhabi Stock Exchange by the officials of the company for public disclosures. The Company successfully implemented SA system in its UAE operations during the year and has planned to extend this system in some of its overseas manufacturing locations in next year. The domain name of Abu Dhabi Stock Exchange is and up to date financial results and other general information about the company is available in the website. 15

18 RAK Ceramics SC The equity shares of the company are listed on : Abu Dhabi Stock Exchange Symbol RAKCEC Stock Market data for the period from 1st Jan to 31st Dec 2013 & Statement of the erformance of the Company s Share Month High Low Number of Closing Shared Traded January ,983, February ,400, March ,402, April ,332, May ,273, June ,502, July ,539, August ,287, September ,770, October ,968, November ,817, December ,592, Total 126,872,171 Statement of the comparative performance of the company's share with the general market index and sector index. The ADX general index increased by 64% during the year 2013 whereas the ADX industrial sector index increased by 71%. The price of the share of the Company increased by188%. Following table depicts the high-low and range of the indices and the price of the Company share during the year Index & rice High Low Range General Index 4,290 2,610 1,680 Industrial Sector Index 2,567 1,500 1,067 RAKCEC Share

19 RAK Ceramics SC Chart of General Market Index for the year 2013: Chart of Sector Index for the year 2013: Chart of the Movement of RAK Ceramics Share rice for the year 2013: 17

20 RAK Ceramics SC Distribution of Shareholders Ownership as on 31 Dec 2013: Sr Categories No. of Share Held % of Share Holding A Individuals Shareholders Local GCC Arab Foreign 479,412,447 31,508,840 3,187,188 3,098, % 4.3% 0.4% 0.4% Sub total A 517,206,698 %69.6 B Companies Shareholders Local Companies Shareholders GCC Companies Shareholders Arab Companies Foreign Companies 120,378,560 21,069,063 2,695,137 39,433, % 2.8% 0.3% 5.3% Sub Total B 183,576, % C Governments Shareholders Local Government Shareholders GCC Government Shareholders 36,946,365 5,472, % 0.7% Sub Total C 42,419, % Grand Total 743,202, % Ownership of Major Shareholders as on 31 Dec 2013: Sr Name of Share Holders Number of % of Holding Shares 1 H.H. SH. Saud Bin Saqr Al Qassimi 296,368, % 2 Emirates Rock & Marbles 60,281, % 3 Sheikh Omar Bin Saqr Al Qassimi 39,277, % 4 Government of Ras Al Khaimah 36,946, % 5 Abdullah Ahmed Al Moosa 34,743, % 6 Others 275,585, % Total 743,202, % 18

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