Zahrat Al Waha for Trading Co. Board invites its shareholders to attend the Extraordinary General Assembly Meeting the (First Meeting) via modern technology means.

The Board of Directors of Zahrat Al-Waha Trading Company is pleased to invite the esteemed shareholders to attend and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held via modern technology media using the Tadawulaty system at 19:30 on Wednesday, 04/06/2025 corresponding to 08/12/1446 H.

City and Location of the Extraordinary General Assembly’s Meeting

From the Company’s office in Riyadh, Rabwah District, Al-Ahsa Street, Building No. 7449, Unit No. 1, Via modern technology means, using the Tadawulaty system.

Hyperlink of the Meeting Location

www.tadawulaty.com.sa

Date of the General Assembly’s Meeting

04-06-2025 Corresponding to 08-12-1446

Time of the General Assembly’s Meeting

19:30

Methodology of Convening the General Assembly’s Meeting

Via modern technology media

Attendance Eligibility, Registration Eligibility, and Voting End

The right to attend shall be for shareholders registered in the issuer’s shareholders’ register at the Depository Center by the end of the trading session preceding the general assembly meeting, in accordance with the rules and regulations. A shareholder may delegate a person selected by among those not members of the company’s board of directors. The right to register to attend the general assembly meeting expires at the time the general assembly meeting is held, and the right to vote on the general assembly’s agenda for those present expires when the vote counting committee completes the vote count.

Quorum for Convening the General Assembly’s Meeting

The general assembly meeting shall be valid if attended by shareholders representing at least half (50%) of the capital. If the quorum is not match with the first meeting, the second meeting shall be held one hour after the end of the period specified for holding the first meeting. In all cases, the second meeting shall be valid if attended by a number of shareholders representing at least a quarter (25%) of the capital.

General Assembly Meeting Agenda

Reviewing and discussing the Board of Directors’ report for the fiscal year ended 31-12-2024.
Voting on the company’s external auditor’s report for the fiscal year ended 31-12-2024 after discussing it (attached).
Reviewing and discussing the Financial Statement of the fiscal year ended 31-12-2024.
Voting on the appointment of the company’s auditor from among the candidates, based on the Audit Committee’s recommendation, to examine, review, and audit the financial statements for the second, third, and annual quarters of the fiscal year ending 31-12-2025, and the first quarter of the fiscal year ending 31-12-2026, and determine their fees.
Voting on the recommendation of the Board of Directors of the Company to distribute cash dividends in the amount of (10,125,000) riyals to shareholders for the fiscal year ending 12-31-2024 AD, at a rate of forty-five (45) halalas per share, representing 4.5% of the nominal value of the share, provided that the right is for shareholders who own shares at the end of trading on the day of the meeting of the Assembly and who are registered in the company’s shareholders’ register with the Securities Depositary Center (Edaa) at the end of the second trading day following the date of the meeting of the General Assembly, provided that the distribution of dividends begins on Thursday 06-19-2025 AD corresponding to 12-23-1446 AH.
Voting on the transactions and contracts concluded for the fiscal year ending 31-12-2024, between the company and Hana Food Industries Company, in which board member Mr. Ahmed Hamoud Ibrahim Al-Dhiyab has an indirect interest. These transactions involve the sale of finished goods and products, including plastic bottle preforms and plastic bottle caps of various sizes and weights, as well as the purchase and sale of raw materials, packaging, and wrapping materials during the fiscal year ending 31-12-2024, without discrimination or preferential terms. The value of the transactions amounted to SAR 28,762,287 in sales, including value-added tax, and SAR 50,400 in purchases, including value-added tax (attached).
Voting on discharging the board members from liability for the fiscal year ending 31-12-2024.
Voting on disbursing a remuneration of SAR 600,000 to non-executive board members for the fiscal year ending 31-12-2024.
Voting on amending Article Twenty-Four of the Company’s Articles of Association, relating to company management (attached).
Voting on authorizing the Board of Directors to distribute interim dividends on a semi-annual/quarterly basis for the fiscal year ending 31-12-2025.
Voting on delegating the authority of the Ordinary General Assembly to the Board of Directors, with the license contained in Paragraph (1) of Article Twenty-seventh (27) of the Companies Law, for one year from the date of the General Assembly’s approval or until the end of the session of the delegated Board of Directors, whichever comes first, per the conditions stated in the executive regulations. The corporate system for listed joint stock companies.

Proxy Form

The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right

Shareholders have the right to discuss the topics on the general assembly’s agenda and direct questions to the board members.
Registration and voting will be available free of charge to all shareholders through the Tadawulaty service at: www.tadawulaty.com.sa

Details of the electronic voting on the Assembly’s agenda

Shareholders registered in Tadawulati services will be able to vote electronically remotely on the assembly’s agenda starting from 1:00 AM on Saturday, 05-31-2025 AD, corresponding to 12-04-1446 AH, until the end of the assembly’s meeting time. Registration and voting will be available in Tadawulati service free of charge for all shareholders via the link: www.tadawulaty.com.sa

Method of Communication in Case of Any Enquiries

If you have any questions about the assembly’s articles, please contact Shareholder Relations through:
Phone: 920021203 – Ext. 304
Fax: 0112111703
Email: abd.almohsen@zaoasis.com
Postal address: Postal code 12814 – Additional number 2980 Riyadh