Zahrat Al Waha Trading Company announces the invitation of its shareholders to attend the Extraordinary General Assembly meeting for Capital Increase (the first meeting) remotely Through Contemporary Technology.

Introduction

The Board of Directors of Zahrat Al-Waha Trading Company is pleased to invite the shareholders to participate and vote in the extraordinary general assembly meeting that includes the increase in the company’s capital (the first meeting), which is scheduled to be held via modern technology means at 18:30 on Monday 05/09/2022 corresponding to 08/ 10/1443 AH.

Attendance Eligibility to Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre at the end of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations.

The Ordinary General Meeting will be Quorum by the attendance of at least 50% of the company shares, if Quorum not completed in the first meeting, the second meeting will be held one hour after the specified time of the first meeting, and the second meeting will be considered valid if attended by shareholders who represent at least 25% of the capital.

General Assembly Meeting Agenda

• Voting on the annual report for the fiscal year ending 31 December 2021.
• Voting on the external auditor report for the fiscal year ending 31 December 2021.
• Voting on the Financial Statement of the fiscal year ending 31 December 2021.
• Voting on assign external auditor from the nominated offers based on the recommendation of the Audit Committee to audit the financial statement of the second and third quarter and annual statement of the fiscal year 2022, plus the first quarter of the year 2023, and specify his fees.
• Voting on the Board of Directors recommendation to distribute cash dividends to shareholders for the fiscal year ending on December 31, 2021 at a rate of one riyal and fifty halalas (1.5) SR per share this represents 15% of the share par value, with a total amount of 22,500,000 SR which represents 15% of the capital, provided that the eligibility of shareholders who own shares at the end of the trading day of the General Assembly meeting and who are registered in the company’s shareholders’ register with the Securities Depository Center Company (Edaa) at the end of the second trading day following the Eligibility Date, provided that dividend distribution date will be announced later.
• Voting on the business and contracts that have been concluded between the company and the Hana Company for Food Industries, in which a member of the Board of Directors Mr. Ahmed Hammoud Ibrahim Altheyab has an indirect treatment in it, and it is a contract for the sale of finished goods represented in PET Preform and HDPE Closure of different sizes and weights, selling and buying raw materials and packaging for a year without discrimination or preferential conditions, and the value of the deal during the year 2021 amounted to 73,176,296 SR sales and the amount of 126,218 SR purchases (attached).
• Voting on the business and contracts that will be concluded between the company and Hana Food Industries Company, in which a member of the Board of Directors Mr. Ahmed Hammoud Ibrahim Altheyab has an indirect treatment in it, noting these the transaction will be a contract for the sale of finished goods represented in PET Preform, HDPE Closure of different sizes and weights and bottle prints (labels), the sale and purchase of raw materials and packaging, for a period of one year, without discrimination or preferential conditions, at an amount of 98,000,000 SR (attached).
• Voting on absolve the members of the Board of Directors from liability for the fiscal year ending on December 31, 2021.
• Voting to disburse an amount of 300,000 SR as a bonus for independent members of the Board of Directors for the fiscal year 2021.
• Voting on the Board of Directors recommendation to increase the capital by way of issuing bonus shares as follows:

1. Capital before increase 150 million SAR Capital after increase 225 million SAR.
2. Increase percentage 50%
3. Number of shares before increase15 million shares. Number of shares after increase22.5 million shares.
4. This recommendation aims to enhance the company’s financial solvency and strengthen the company’s capital to match the size of its business and its future aspirations.
5. The capital increase will be made through the capitalization of 75 million SAR from the retained earnings by granting one share for every two shares.
6. The rate of increase for each share is 50% by granting one share for every two shares.
7. In case the company’s shareholders approved in the extraordinary general assembly on the increase of the capital, the shareholders registered in the company’s shareholders’ register with the Securities Depository Center Company (Edaa) by the end of the second trading day following the date of the Extraordinary General Assembly meeting, will be eligible for the bonus shares.
8. Voting to amend Article No. 7 relating to Capital. (Attached)
9. Voting to amend Article No. 8 relating to subscribing to shares. (Attached)
10. In the case of any bonus shares having fractions, these will be collected into one investment portfolio and will then be sold at a market price within 30 days from the date of determining the allocation of new shares due to each shareholder.

• Voting on authorize the Board of Directors to distribute interim dividends to shareholders on Quarterly or midterm basis for the fiscal year 2022.
• Voting on delegation of powers to the Board of Directors as stipulated in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the delegated Board of Directors, whichever is earlier, in accordance with the regulatory rules and procedures issued pursuant to the Companies Law relating to listed Joint Stock Companies.

E-Vote

The shareholders who are registered on Tadawulaty electronic services can remotely vote on the items of the meeting. The remote voting will start at 10 am on Thursday 05/05/2022 corresponding to 04/10/1443H and shall continue until the end of General Assembly meeting. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link:

www.tadawulaty.com.sa

Eligibility for Attendance Registration and Voting

The right to attend the meeting ends upon the start time of the meeting, and the right to vote ends once the counting committee concludes counting the votes.

Method of Communication

For any inquiries, please contact the Investor Relations Official through:

Phone: 920021203 – Ext. 304

Fax: 0112111703

Email: abd.almohsen@zaoasis.com

Postal address: Postal code 12814 – Additional number 2980 Riyadh