Title :

DIVIDEND DISTRIBUTION POLICY

Content :

 

Doc No. OEFI Dividend Distribution Policy 10 Revision Date: 10.02.2026 Rev No. 01

DIVIDEND DISTRIBUTION POLICY

1. Introduction

This Dividend Distribution Policy (“Policy”) outlines the framework adopted by Omani Euro Food Industries SAOG (“the Company”) for the declaration and distribution of dividends to its shareholders.

The Policy is prepared in accordance with the requirements of the Capital Market Authority (CMA), Muscat Stock Exchange (MSX), including MSX Circular No. (3/2025), and the Commercial Companies Law of the Sultanate of Oman.

2. Purpose

The objectives of this Policy are to:

·Provide transparency and clarity to shareholders regarding the Company’s dividend approach.

·Align dividend decisions with the Company’s financial condition, cash flows, and long-term sustainability.

·Ensure compliance with applicable regulatory and statutory requirements.

3. Current Financial Context

The Company is presently in a restructuring and turnaround phase, during which priority is being given to:

·       Strengthening liquidity and cash flows.

• Improving operational performance.
• Reducing financial leverage.
• Supporting business continuity and long-term value creation.

Accordingly, dividend distribution decisions shall be made conservatively and in line with the Company’s financial recovery objectives.

4. Dividend Distribution Intent

The Company does not follow a fixed or guaranteed dividend payout ratio. Dividend distribution, if any, shall be subject to the Company achieving sustainable profitability, positive retained earnings, and adequate free cash flows, after meeting all operational, financial, and statutory obligations. Dividends shall not be declared in any financial year where such distribution would contravene the provisions of the Commercial Companies Law, CMA regulations, or result in impairment of the Company’s capital or solvency.

5. Dividend Frequency

The Company may consider dividend distribution on an annual basis, subject to:

• Recommendation and approval by the Board of Directors.
• Approval by shareholders at the Annual General Meeting (AGM), where required.

·       Compliance with the requirements of the (FSA) & (MSX), and the provisions of all applicable laws and regulations."

6. Forms of Dividend

Subject to regulatory approval and financial feasibility, dividends may be declared in the form of:

• Cash dividends.
• Bonus shares.
• Any other form permitted under applicable laws and regulations.

7. Key Factors Considered for Dividend Declaration

In determining whether to recommend dividends, the Board of Directors shall consider, inter alia:

• Net profit for the year, accumulated losses, retained earnings, and distributable reserves (if any).
• Liquidity position and cash flow adequacy.
• Debt obligations, financing arrangements, and restructuring commitments.
• Capital expenditure requirements.
• Working capital needs.
• Business recovery and growth plans.
• Macroeconomic and industry conditions.
• Compliance with statutory, contractual, and regulatory requirements.

8. Zero Dividend Approach During Recovery Phase

During periods of:

• Net losses.
• Negative retained earnings.
• Ongoing restructuring or capital strengthening, the Company may not declare dividends.
  In such cases, retained earnings (if any) shall be utilized to:

• Support operations.
• Reduce liabilities.
• Strengthen the balance sheet.
• Fund growth and efficiency initiatives.

The rationale for non-declaration of dividends shall be clearly disclosed to shareholders.

9. Dividend Announcement and Disclosure

Any decision relating to dividend declaration or non-declaration shall be disclosed through:

• The Muscat Stock Exchange disclosure system, and
• The Company’s official website,
  in accordance with CMA and MSX disclosure requirements.

 

10. Approval Authority

• Dividend recommendations shall be made by the Board of Directors.
• Final approval shall be obtained from shareholders at the AGM, where required under applicable laws and regulations.

11. Policy Review and Amendments

This Policy shall be reviewed periodically by the Board of Directors and may be amended as required, subject to compliance with CMA and MSX regulations. Any material amendments shall be disclosed accordingly. This Policy shall also be reviewed upon any material change in the Company’s financial position, regulatory framework, or capital structure.

12. Governing Law

This Policy shall be governed by and construed in accordance with the laws of the Sultanate of Oman.

13. Disclaimer

This Policy does not constitute a commitment to declare dividends in any financial year. Dividend distribution remains subject to Board discretion, shareholder approval (where applicable), financial performance, and regulatory compliance.

 

For Omani Euro Food Industries SAOG

 

Ms. Itab Khasib Darwish Al Mamari

Investor Relation Officer