Saudia Dairy and Foodstuff Co. ("SADAFCO") Announces the Results of the Extraordinary General Assembly Meeting (First Meeting)

1- Mr. Saied Ahmed Saied Basamh (Vice-Chairman)

2- Sheikh Sabah Mohammed Abdulaziz Al Sabah (Board Member)

3- Mr. Ahmed Mohammed Hamed Al-Marzouki (Board Member)

4- Mr. Mussad Abdullah Abdulaziz Al-Nassar (Board Member)

5- Mr. Hani Abdulaziz Ahmed Saab (Board Member)

6- Mr. Essam Saleh Ahmed Al Thukair (Board Member)

7- Mr. Samer Mohammed Emad Abbouchi (Board Member)

The following were unable to attend this meeting:

1- Sheikh Hamad Sabah Al-Ahmad (Chairman)

2- Mr. Ihab Ibrahim Mohamed Osman (Board Member)

- Sheikh Sabah Mohammed Abdulaziz Al Sabah (Board Member - Chairman of Executive Committee)

- Mr. Essam Saleh Ahmed Al Thukair (Board Member - Chairman of Remuneration & Nomination Committee)

2- Reviewed and discussed the Financial Statements for the fiscal year ending on 31 December 2025.

3- Approved the External Auditor's Report for the fiscal year ending on 31 December 2025 after discussing it.

4- Approved the appointment of (PricewaterhouseCoopers - Pwc) as the 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. In addition, the first quarter of the fiscal year ended 31 December 2027, for a fee of SAR 920,000.

5- Approved the disbursement of (SAR 3,600,000) as remuneration for the Board Members for the fiscal year ended 31 December 2025.

6- Approved releasing the Board Members from their liability for the fiscal year ended 31 December 2025.

7- Approved authorizing the Board of Directors to distribute interim dividends, either semi-annually or quarterly, for the fiscal year ending 31 December 2026.

8- Approved delegating 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- Approved 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.

10- Approved 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.

11- Approved 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.

12- Approved 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.

13- Approved the participation of the Vice-Chairman Mr. Saied Ahmed Saied Basamh in a business competing with the Company's business.

14- Approved the amendment of Article (4) of the Company’s Bylaws relating to the Company’s Activities.

15- Approved 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.

16- Approved 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 Company will follow the rules and procedures stipulated in the relevant laws and regulations.

17- Approved 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.