| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudia Dairy & Foodstuff Co. (SADAFCO) is delighted to extend a warm invitation to the esteemed shareholders to participate and cast their votes in the Extraordinary General Assembly Meeting (First Meeting). The meeting will be held on Tuesday 02-12-1447H (Om Al Qura calendar) corresponding to 19-05-2026G at 19:00 via modern technology means. |
| City and Location of the General Assembly's Meeting | SADAFCO's headquarters in Jeddah via modern technology means (Online) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-05-19 Corresponding to 1447-12-02 |
| Time of the General Assembly’s Meeting | 19:00 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | The Extraordinary General Assembly Meeting shall not be held unless attended by shareholders owning at least one-half of Share Capital. If such quorum is not present, a second meeting shall be held after a lapse of an hour from the preceding meeting. The second meeting shall be deemed valid if attended by at least one-fourth of Share Capital. |
| General Assembly Meeting Agenda | 1- Review and discuss the Board of Directors’ Report for the fiscal year ending on 31 December 2025. (attached) 2- Review and discuss the Financial Statements for the fiscal year ending on 31 December 2025. (attached) 3- Voting on the External Auditor's Report for the fiscal year ending on 31 December 2025 after discussing it. (attached) 4- Voting on appointing an external auditor for the Company among the nominees based on the recommendation of the Audit Committee, to review and audit the Company’s quarterly and annual financial statements for the second, third and annual periods of fiscal year ended 31 December 2026, as well as the first quarter of the fiscal year ending 31 December 2027, and to determine auditor’s fees. 5- Voting to pay (SAR 3,600,000) as remuneration for the members of the Board of Directors for the fiscal year ending on 31 December 2025. 6- Voting on agreeing to absolve the members of the Board of Directors from their liabilities for the fiscal year ending on 31 December 2025. 7- Voting on authorizing the Board of Directors to distribute interim dividends, either semi-annually or quarterly, for the fiscal year ending 31 December 2026. 8- Voting to authorize the Board of Directors with the authority of the General Assembly as stated in paragraph (1) of Article 27 of the Companies Law for a period of one year from the date of the approval of the General Assembly or until the end of the term of the authorized Board of Directors, whichever is earlier, in accordance with the conditions set forth in the Implementing Regulation of the Companies Law for Listed Joint Stock Companies. 9- Voting on the transactions and agreements made with Buruj Cooperative Insurance Co. (Saudi Arabia), where the Board Member, Mr. Ahmed Al Marzouki have an indirect interest in it. This agreement provides insurance services on arm’s‑length, non‑preferential terms. These transactions for the fiscal year from 01 January 2025 to 31 December 2025 had a total value of SAR 10,498,617. (attached) 10- Voting on the transactions and agreements with PKC Advisory, where the Chairman, Sheikh Hamad Sabah Al Ahmed, the Board Member, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement provides consultancy services on arm’s‑length, non‑preferential terms. These transactions for the fiscal year from 01 January 2025 to 31 December 2025 had a total value of SAR 1,825,485. (attached) 11- Voting on the transactions and agreements made with Alternative Energy Projects Co. (APEC), where the Chairman, Sheikh Hamad Sabah Al Ahmed, the Board Member, Mr. Faisal Hamad Al Ayyar, and the Board Member, Sheikh Sabah Mohammed Al-Sabah have indirect interest in it. This agreement is to provide operation & maintenance support for the solar rooftop photovoltaic energy system at Jeddah central warehouse on arm’s‑length, non‑preferential terms. These transactions for the fiscal year from 01 January 2025 to 31 December 2025 had a total value of SAR 71,464. (attached) 12- Voting on the transactions and agreements made with Specialized Food Services Co. (SFS), where the Vice-Chairman, Mr. Saied Ahmed Saied Basamh have indirect interest in it. This agreement relates to the distribution of specific SADAFCO products by SFS in HoReCa and foodservice channels on arm’s‑length, non‑preferential terms. These transactions for the fiscal year from 01 January 2025 to 31 December 2025 had a total value of SAR 1,454,622. (attached). 13- Voting on the participation of the Vice-Chairman Mr. Saied Ahmed Saied Basamh in a business competing with the Company's business. (attached) 14- Voting on the amendment of Article (4) of the Company’s Bylaws relating to the Company’s Activities. (Attached) 15- Voting on the amendment of Article (27) of the Company’s Bylaws relating to the powers of the Chairman of the Board, the Vice Chairman, the Managing Director, the Chief Executive Officer, and the Secretary. (Attached) 16- Voting on the purchase of a number of the Company's shares with a maximum of (2,709,627) shares to be held as treasury shares, based on the Board of Directors’ or its delegate’s assessment that the market price of the shares is below their fair value, where the purchase of those shares to be financed through the Company’s own resources. Further, to authorize the Board of Directors to complete the purchase within a period of 18 months from the date of the Extraordinary General Assembly approval. The purchased shares to be kept no longer than 5 years from the date of Extraordinary General Assembly approval and once this period lapses, the Compnay will follow the rules and procedures stipulated in the relevant laws and regulations. (attached). 17- Vote on the Board’s resolution to appoint Mr. Samer Mohammed Abbouchi as a Non‑Executive member of the Board of Directors, effective from his appointment on 21‑04‑2026, to complete the current Board term ending on 31‑03‑2028, in place of the resigned Non‑Executive Board member, Mr. Faisal Hamad Al Ayyar. (CV attached) |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders are entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members, noting that the voting is free of charge for all Shareholders via Tadawulaty: http://tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty service will be able to vote electronically on the General Assembly’s agenda. Electronic voting will start on Friday at 01:00 AM, 28-11-1447H Corresponding to 15-05-2026G, and will last until the end of the General assembly time. Please note that registration in Tadawulaty service and voting is free of charge for all Shareholders via: http://tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | In case of any inquiries and shareholders questions on this meeting’s agenda items can be received through the Investors Relations Department’s email address at Email: Investors.relations@sadafco.com. |
| Attached Documents | Attached Documents |