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A’SAFFA FOODS S.A.O.G.

 

 

 

 

DIVIDEND DISTRIBUTION POLICY

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A’SAFFA FOODS S.A.O.G.

 

 

 

DIVIDEND DISTRIBUTION POLICY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.1   Document History

This policy is reviewed and approved by the Board of Directors on March 26, 2026.

1.2   Background and applicability

The Board of Directors (“Board”) of A’Saffa Foods SAOG (“Company”) lay down a broad framework for decisions to be made with regard to distribution of dividend to the Shareholders and retaining of profits in this Dividend Distribution Policy and has adopted this Dividend Distribution Policy. 

1.3  Introduction

As part of the Muscat Stock Exchange ("MSX") Capital Market Development Initiative, MSX has emphasized the importance of enhanced transparency and disclosure by issuers to enable investors to make informed decisions. In this regard, Financial Services Authority ("FSA") Circular No. (3/2025) ("Circular 3/2025") requires all public listed companies in Oman to prepare and adopt a Dividend Distribution Policy in line with international best practices.

Accordingly, A’Saffa Foods Company SAOG, a listed public joint stock company, has adopted this Dividend Distribution Policy (the "Policy") to ensure compliance with the applicable MSX requirements and to provide a clear framework governing the Company's approach to dividend distributions.

 

1.4 Dividend Distribution Policy Statement

The Company is committed to delivering sustainable and long-term value to its shareholders while maintaining a strong financial position and ensuring business continuity.

This Policy establishes a transparent framework governing the declaration, recommendation, and payment of dividends, in compliance with the requirements of the FSA Circular No. 3/2025 and applicable laws and regulations of Oman.

 

 

 

 

 

1.5        Objective & purpose of the Policy

The objective of this Policy is to:

a)       providing transparency and clarity to shareholders regarding the Company's dividend philosophy.

b)       balancing shareholder returns with the Company's funding requirements, debt obligations, and growth strategy.

c)       ensuring compliance with the Omani Commercial Companies Law and MSX regulations and

d)       aligning with the FSA's regulatory requirements including the timely distribution of dividends to enhance market efficiency and investor confidence.

 

1.6      Dividend Philosophy

The Company is deeply committed to driving superior value creation for all its Stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium term and longer term value creation. Accordingly, the Board would continue to adopta dynamic dividend policy, ensuring the immediate as well as long term needs of the business.

The power to recommend dividend rests with the Board of Directors of the Company.  The Board may recommend dividend based on considerations enumerated hereunder or other factors as the Board considers appropriate. This policy shall not be a substitute for the decision of the Board for recommending dividend. The Board retains complete discretion for recommending of dividend as it may appropriate.

The Company seeks to adopt a balanced and prudent dividend approach that:

a)              Provide shareholders of the Company with a stable return on investment.

b)              Preserves sufficient capital to support operations, maintenance, and growth of the Company.

c)              Maintains adequate liquidity and solvency for the Company and

d)              Protects the Company's long-term financial sustainability.

 

1.7      Forms of Dividends

Subject to the requirements of the applicable laws and regulations of Oman, dividends may be distributed to shareholders in one or more of the following forms:

a)    Cash dividends;

b)    Share buybacks, as an alternative or complementary tool for capital return, provided they comply with the Omani Commercial Companies Law and regulatory approvals.

c)    Stock dividends, if deemed appropriate; and

d)                                                                                                                                                                                                                                                            Any other form permitted under applicable laws and regulatory requirements.

1.8 Key Determinants for Dividend Declaration

The Board will assess the Company’s financial requirements, including present and future organic and inorganic growth opportunities and other relevant factors (as mentioned elsewhere in this policy) and declare Dividend in any financial year.

 

The Dividend for any financial year shall normally be paid out of the Company profits for that year.  If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Act and Regulations, as applicable.

 

In determining the amount and timing of any dividend distribution, the Company's Board will take into consideration a range of factors, including but not limited to:

vThe Company’s liquidity position and future cash flow needs.

vTrack record of Dividends distributed by the Company.

vPayout ratios of comparable companies.

vPrevailing Taxation Policy or any amendments expected thereof, with respect to Dividend distribution.

vLegal reserves,  working  capital  &  capital  expenditure requirements  considering  the expansions, acquisition etc. opportunities.

vPlans for additional investments in subsidiaries/ associates.

vStrategy for investments into additional Businesses.

vCost and availability of alternative sources of financing.

vProviding for unforeseen events and contingencies with financial implications.

vAny  other  relevant factors  that  the  Board  may  deem  fit  to  consider before declaring Dividend.

v Planned capital expenditure, maintenance requirements, and operational funding needs

vThe Company's debt profile, financing arrangements, and compliance with financial covenants.

 

 

 

vPrevailing macroeconomic conditions and the regulatory, operational, and market outlook in      which the Company operates and any applicable legal and regulatory requirement.

vThe Company’s Free Cash Flow (FCF) to ensure that distributions are supported by actual liquidity and operational cash generation rather than solely based on accounting profits.

vDownside and Stress Scenario Guidance: In the event of weak earnings, economic downturns, or unforeseen financial pressures, the Board retains the authority to reduce or suspend dividend payments to preserve balance sheet strength and ensure business continuity.

 

1.9             Dividend Frequency and Declaration

The Board may declare one or more Interim Dividends during the year. Additionally, the Board may recommend Final Dividend for the approval of the Shareholders at the Annual General Meeting. The date of the Board meeting in which the Dividend proposal will be considered, will be provided to the stock exchange, as required by Listing Regulations

Any approved dividends shall be distributed within the timelines prescribed by the FSA, including those set out under FSA Circular E/6/2025.

The issued and subscribed shares rank equally for any rights to dividends that may be declared and paid by the Company on a pari-passu basis. The Shareholders' register of the Company is maintained by the Muscat Clearing and Depository Company ("MCD") enabling shareholders to receive dividends declared under the law on each record date.

2.0 Legal and Regulatory Constraints

Dividend distributions shall be made strictly in accordance with the Omani Commercial Companies Law and shall not be declared if:

a)     It negatively affects the joint stock company's ability to pay its debts and financial liabilities on time or

b)     The dividend is paid out of fictitious profits or

c)     The joint stock company has sustained a loss which has not been fully extinguished.

 

No distribution shall be made except from the net profits of the Company after deduction of all the necessary costs and setting aside the depreciations, appropriations and reserve which must be set aside, including any part of the profits allocated by the Company for the increase in the share capital.

 

2.1      Approval and Disclosure

Dividend recommendations are proposed by the Board and are subject to approval by shareholders at a general meeting. The shareholders in the general meeting may authorize the Board to determine and distribute cash dividends. All dividend-related announcements, including the declaration date, record date, ex-dividend date, and payment date, shall be communicated in bilingual form (Arabic and English) through relevant platforms including but not limited to the MSX disclosure channels, MCD platform in accordance with applicable laws and regulatory requirements.

2.2 Transparency

The Company shall make this Policy publicly available to ensure transparency and provide clarity to shareholders and the investors community. The Policy shall be disclosed on the Company's official website and through the MSX disclosure platform. Such disclosure enables shareholders and the investing public to understand the Company's approach to dividend distribution, including its guiding principles, procedures, and factors considered in determining dividends, in accordance with applicable laws and regulations.

2.3       Amendment/ Modification of the Policy

The Board is authorized to change/amend this policy from time to time at its sole discretion and/or in pursuance of any amendments made in the Companies Act, the Regulations, etc. Any amendments will be disclosed to shareholders via MSX and the company website.

2.4        Investor Notice

This document does not solicit investments in the Company’s securities. Nor is it an assurance of guaranteed returns (in any form), for investments in the Company’s equity shares.

2.5      Contact Information                           

Amira Elatta  IbnOuf

Investor Relations Officer

T: +968 – 22360250  Ext : 182

 

Email: [email protected]