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Nofoth Food Products Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase ( First Meeting )

9556
NOFOTH
-2.07 %
1446/12/06     02/06/2025 08:18:08

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Introduction Nofoth Food Products Company is pleased to announce the results of the Extraordinary General Assembly Meeting (First Meeting), which included the approval of the company's capital increase. The meeting was held at 8:00 PM on Sunday, 05/12/1446H (corresponding to 01/06/2025G), via modern technology means.
City and Location of the Extraordinary General Assembly's Meeting In Riyadh City, at the company’s headquarters, via modern technology means (through the use of the Tadawulaty system only)
Date of the Extraordinary General Assembly's Meeting 2025-06-01 Corresponding to 1446-12-05
Time of the General Assembly’s Meeting 20:00
Percentage of Attending Shareholders 64.45%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following members of the Board of Directors attended the meeting via modern technology means:

1. Rakan Hethal Ali Al-Faizy, Chairman of the Board

2. Ibrahim Abdullah Ibrahim Al-Omaiqan, Vice Chairman of the Board

3. Faisal Abdullah Ibrahim Al-Omaiqan, Board Member

4. Abdulmalik bin Abdullah Al-Othaim, Board Member

The following member was absent from the meeting:

1. Fahad Hamad Abdulaziz Al-Dhailij, Board Member

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf 1. Abdulrahman Ibrahim Al-Hadlaq, Chairman of the Audit Committee

2. Faisal Abdullah Ibrahim Al-Omaiqan, Chairman of the Executive Committee

Voting Results on the Items of the General Assembly's Meeting Agenda's 1. The company’s financial statements for the fiscal year ending on December 31, 2024, were reviewed and discussed.

2. The Board of Directors’ report for the fiscal year ending on December 31, 2024, was reviewed and discussed.

3. Approval of the auditor’s report for the fiscal year ending on December 31, 2024, after discussion.

4. Approval of appointing Alzoman, Alfahad & Alhajjaj professional services Chartered Accountants as the company's external auditor from among the nominated firms based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for Q2, Q3, and the annual financials of 2025, and Q1 of 2026, with a total fee of SAR 390,000.

5. Approval of allowing Board Member Mr. Faisal bin Abdullah Al-Omaiqan to engage in activities competing with the company’s business.

6. Approval of authorizing the Board of Directors with the powers of the Ordinary General Assembly as stated in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of this General Assembly’s approval or until the end of the term of the authorized Board, whichever comes first, in accordance with the relevant executive regulations for listed joint-stock companies.

7. Approval of discharging the members of the Board of Directors from liability for the fiscal year ending December 31, 2024.

8. Approval of the Board of Directors’ recommendation to distribute cash dividends amounting to SAR 11,908,359 (eleven million, nine hundred eight thousand, three hundred fifty-nine Saudi riyals) to shareholders for the fiscal period ending December 31, 2024, at SAR 0.25 per share, representing 25% of the nominal value of the share. Eligibility shall be for shareholders holding shares at the end of the trading day on the date of the General Assembly and registered in the company’s shareholders register at the Securities Depository Center (Edaa) by the end of the second trading day following the eligibility date. Dividend distribution will commence on 15-06-2025.

9. Approval of disbursing board member remuneration in the amount of SAR 990,000 for the fiscal year ending December 31, 2024.

10. Approval of disbursing Audit Committee member remuneration in the amount of SAR 164,481 for the fiscal year ending December 31, 2024.

11. Approval of business and contracts to be concluded between the company and Abdullah Ibrahim Al-Omaiqan Real Estate Co., in which Board Members Mr. Faisal Abdullah Ibrahim Al-Omaiqan and Mr. Ibrahim Abdullah Ibrahim Al-Omaiqan have an indirect interest. These involve a lease contract for administrative offices and showrooms located in Al-Nuzha district, Riyadh. The contract duration is two calendar years, with an annual rental value of SAR 1,263,708 (exclusive of VAT). The total value of transactions in 2024 was SAR 1,263,708. These contracts were executed in the ordinary course of business and under prevailing commercial terms without preferential conditions.

12. Approval of business and contracts to be concluded between the company and Mosakhan Waraq Enab Food Services Establishment, in which Board Members Mr. Faisal Abdullah Ibrahim Al-Omaiqan and Mr. Ibrahim Abdullah Ibrahim Al-Omaiqan have an indirect interest. The contract is for the sale of food products with a one-year term. The total value of transactions in 2024 amounted to SAR 597,099 (exclusive of VAT). These contracts were executed in the ordinary course of business and under prevailing commercial terms without preferential conditions.

13. Approval of business and contracts executed between the company and Al-Omaiqan Holidays and Travel, in which Board Members Mr. Faisal Abdullah Ibrahim Al-Omaiqan and Mr. Ibrahim Abdullah Ibrahim Al-Omaiqan have an indirect interest. This involves an agreement to provide ticket booking services. The total value of transactions in 2024 amounted to SAR 367,291 (exclusive of VAT). These transactions were conducted in the ordinary course of business and under prevailing commercial terms without preferential conditions.

14. Approval of the amendment to the Audit Committee Charter.

15. Approval of the amendment to the Nomination and Remuneration Committee Charter.

16. Approval of the amendment to the Policy, Standards, and Procedures of Membership in the Board of Directors and its Committees.

17. Approval of the Competitive Activities Standards.

18. Approval of the Policy on Remuneration for Board Members, Committees, and Executive Management.

19. Approval of the Board of Directors’ recommendation to increase the company’s capital through the issuance of bonus shares as follows:

• The capital increase will be through the capitalization of SAR 48 million from retained earnings, by granting one share for every one share held.

• Total increase amount: SAR 48,000,000

• Capital before increase: SAR 48,000,000

• Capital after increase: SAR 96,000,000

• Increase percentage: 100%

• Number of shares before the increase: 48,000,000 shares

• Number of shares after the increase: 96,000,000 shares

The capital increase aims to strengthen the company’s financial position, support its expansion plans, and enhance shareholder returns by growing its business and seizing opportunities in the food sector.

• Number of bonus shares: 1 share for every 1 share held

• The increase will be through the capitalization of SAR 48,000,000 from retained earnings.

Eligibility date: Shareholders who own shares by the end of the trading day on the date of the Extraordinary General Assembly and are registered with the Securities Depository Center (Edaa) at the end of the second trading day following the eligibility date.

Fractional shares: In the event of fractional shares, they will be grouped in one portfolio and sold at market price. The proceeds will be distributed to eligible shareholders based on their respective entitlements within 30 days from the date of determining the entitled shares for each shareholder.

• Approval of the amendment to Article (7) of the company’s Articles of Association related to capital.

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.

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