The Board of Directors of Saudia Dairy and Foodstuff Company (SADAFCO) is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First meeting) to be held in Jeddah at Hilton Hotel ( https://bit.ly/2ktYYNn) Amwaj Hall- on Monday 18/10/1439 (Om Al Qura calendar) corresponding to 02/07/2018 at 6:30 p.m., for the following agenda:


1- Voting on the Board of Directors Annual Report for the financial year ended 31/03/2018
2- Voting on the Auditors Report for the financial year ended 31/03/2018.
3- Voting on the balance sheet and profit and loss account for the period from 01/04/2017 to 31/03/2018.
4- Voting on the Board of Directors recommendation to distribute dividends amounting to SAR 65 m at 2 Riyals per share, which is equivalent to 20% of the capital for the second half of financial year ending 31 March 2018, payable to shareholders on the TADAWUL shareholders register by the end of trading on the date of the Shareholders Meeting. The dividend distribution date will be announced at a later date
5- Voting on the Audit Committee recommendation to appoint the external auditor to perform quarterly reviews and annual audit for Quarter 1, 2 and 3 for the year 2018 and Quarter 4 for year 2019, and annual audit from 1/04/2018 to 31/03/2019 and set their fees.
6- Voting to clear the liability of the members of the Board of Directors for the period starting 01/04/2017 to 31/03/2018.
7- Voting to pay SR 2.8 m as remuneration for Board members (SAR 400,000 per member) for the financial year ended on 31/03/2018.
8- Voting on the transactions and agreements that will be made between the Company and Al Buruj Cooperative Insurance company (Saudi Arabia), where Vice Chairman Faisal Hamad Al-Ayyar has an indirect interest (as the Gulf Insurance Company owns 28.5% of Al-Buruj Cooperative Insurance Company and Mr. Faisal Al Ayyar is a Vice chairman of both Gulf Insurance company and SADAFCO. The company provides insurance services and the total transactions from 01/07/2017 to 30/06/2018 amounted to SAR 9,650,111.67. To permit for another year, the from 1/07/2018 on best possible without preferential terms and conditions (attached)
9- Voting on the updated policy for the Audit Committee policy
10- Voting on the updated policy for Remuneration and Nomination.
11- Voting on the BOD, BOD Committees & Executive Management Remuneration and compensation policy
12- Voting on BOD Membership Criteria, Policy and procedure
13- Voting on authorizing the Board of Directors to distribute interim cash dividends for quarter and half yearly to the shareholders for the financial year from 01-04-2018 ending 31-03-2019 and determining the eligibility and payment dates according to the regulatory rules and procedures issued for Companies Law.
,14- Voting to amend article 22 of Bylaws regarding Vacant Position in the Board (attached)
15- Voting to amend article 34 of Bylaws regarding Calling the General assembly meetings (attached)
16- Voting to amend article 45 of Bylaws Audit Committee Reports (attached)
17- Voting to amend sub clause 49/b of the Bylaws (attached)
18- Voting on the distribution cash dividend for the 1st half of the financial year ended 31st march 2018 amounting to SAR 65 Mln, equal to SAR 2 per share representing 20% of the nominal share value.
Each shareholder, registered in the Company register at the Depository Center at the end of the trading session preceding the Assembly, has the right to attend the meeting as per the laws and regulations.
The quorum to convene the Extraordinary General Assembly is attendance of shareholders representing at least 50% of the Company capital. If such quorum is not present at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting quorum will be at least 25% of the Company capital.
Shareholders unable to attend have the right to delegate another person to attend on their behalf, other than the Board members of the Company and its staff or any person contracted to provide technical or administrative services for the Company. The proxy should be certified by the Chamber of Commerce and Industry if the shareholder is a member of one of such Chambers. If the shareholder is a company or legal establishment, or one of the licensed banks, provided that the shareholder shall have an account with such bank, the Notary Public or the authorized persons for authentication.
The copy of the proxy must be sent to the Company at least two days before the General Assembly meeting to the following address:
Saudia Dairy & Foodstuff Company (SADAFCO) Jeddah- Saudi Arabia, Fax # 012- 6293380 or by mail P.O. Box: 5043 Jeddah 21422. For any query please call: 0126293366 (Ext 280)
Any shareholder or his/her delegate must bring his/her ID along with the original representation document for the representative.
Shareholders who are registered in Tadawulaty services portal can vote online on the agenda of the l Assembly Meeting, which will start from 10:00 pm on Thursday 14-10-1439 corresponding 28-6- 2018 until day of Assembly Meeting till 4:00 pm, by visiting Tadawulaty web page https://www.tadawulaty.com.sa, which provides registration and voting services free of charge to all shareholders. (Please note that there will be a special area for females)