Title :

Dividend Distribution Policy

Content :

Introductory Disclosure Statement

Dhofar Beverage & Food Stuff Co. (SAOG (the “Company”) announces that its Board of Directors approved this Dividend Distribution Policy pursuant to its resolution passed at the Board meeting held on 00th 00 2026, in accordance with the disclosure and governance requirements applicable on the Muscat Stock Exchange, including MSX Circular No. (3/2025) regarding dividend distribution policy for listed companies, and in compliance with the Commercial Companies Law of the Sultanate of Oman and the applicable regulations, rules and instructions issued by the Financial Services Authority and the MSX.

Dividend to Shareholder Intent

The Company intends, in principle, to distribute dividends to its shareholders on an annual basis, subject to its financial performance, profits, cash flow position, funding requirements, strategic plans, legal and regulatory compliance, and the relevant corporate approvals. This intent does not constitute an unconditional commitment or guarantee. The Company may also consider interim dividends where legally permissible and financially appropriate.

Distribution Frequency / Interval

Dividend distributions are intended to be annual in principle, following the approval of the Company's audited annual financial statements and the completion of the applicable approval process. On an exceptional basis, and where permitted by law and justified by the Company's financial position, liquidity, solvency and regulatory framework, the Company may consider interim dividend distributions during the financial year.

Dividend Distribution Strategy

In principle, the Company adopts cash distribution as the primary mechanism for distributing dividends to shareholders; however, the Board of Directors may—if it deems such action to be in the best interest of the Company and its shareholders, and in compliance with applicable laws and disclosure requirements—recommend cash distributions, bonus shares, a dividend reinvestment plan (if adopted by the Company), or any other form of distribution permitted by law. Dividends not claimed by their rightful owners shall be treated in accordance with the provisions of Articles (134) and (135) of the Commercial Companies Law and relevant regulations and resolutions.

Company Financial Position Basis for Distribution

Any dividend recommendation shall be based on a holistic assessment of the Company's financial position, including, without limitation, net profit, retained earnings, cash liquidity, the ability to meet existing and future obligations, adequacy of working capital, capital expenditure requirements, expansion funding needs, and any contractual or regulatory restrictions.

Growth Strategy and Industry / Market Considerations

When considering any dividend distribution, the Board shall seek to balance shareholder returns with the Company's long-term operational and strategic sustainability, including maintaining a strong and stable financial position, ensuring adequate liquidity for operations and contractual commitments, meeting capital expenditure requirements and future growth plans, considering sector, market and competitive conditions, assessing macroeconomic developments, and preserving the ability to reinvest profits where such reinvestment is expected to enhance long-term shareholder value.

Dividend Distribution Plan

Any dividend recommendation or announcement shall, where applicable, include the relevant material details, including the type of distribution, the proposed or approved amount, dividend per share, payout ratio where appropriate, declaration date, cum-dividend date, record date, payment date, and any related conditions, qualifications or regulatory notes.

Dividend Announcement Placement Plan

The Company shall publish all announcements and disclosures relating to this Policy and any proposed or approved dividend distributions through the official approved channels, including the Muscat Stock Exchange website, the Company's official website, and any other official platform or channel approved for market announcements, settlement, depository or investor relations purposes, as required by the applicable regulatory framework

Treatment of Accumulated Losses

 

Distributions are not permitted until accumulated losses have been covered and the statutory reserve has been established at a rate of 10% until it reaches one-third of the capital..

Dividend Approval Process

After reviewing financial performance, the Company’s needs and financial position, and applicable legal and regulatory requirements, the Board of Directors submits its recommendation regarding dividend distribution to the Company’s Ordinary General Meeting for approval in accordance with the law and the Company’s Articles of Association. No distribution is executed until all required statutory and regulatory approvals have been obtained.

Policy Rationale

This policy focuses on the Company’s commitment to adopting a balanced and sustainable approach to dividend distribution—one that ensures clarity for investors and enhances the quality of disclosure—while simultaneously maintaining the Company’s ability to fund its operations, meet its obligations, and pursue expansion initiatives.

Interim dividend distributions are subject to prior authorization granted by the Ordinary General Assembly to the Board of Directors, based on the results of the interim financial statements reviewed by the external auditor and issued during the year.

Additional Information

The Board of Directors may, where appropriate and after verifying the legal, financial, and regulatory aspects, recommend interim distributions, non-cash distributions, distributions in the form of bonus shares, or any other legally permitted distribution mechanism. The Company may also disclose additional financial indicators, as needed—such as the dividend payout ratio, dividend coverage, free cash flow to shareholders, leverage ratios, or other relevant analytical metrics.

(Subject to applicable laws and regulatory requirements as of the date of the General Assembly meeting or the resolution.)

Legal / Regulatory Clause

This Policy shall be governed by and construed in accordance with the Commercial Companies Law of the Sultanate of Oman, together with the applicable regulations, rules, circulars and instructions issued by the Financial Services Authority and the Muscat Stock Exchange, and shall be read subject to the Company's constitutional documents. In the event of any inconsistency between this Policy and any mandatory legal or regulatory provision, the applicable legal or regulatory provision shall prevail.

Restrictions / Prohibition of Distribution

The Company shall not make any dividend distribution where such distribution would impair its ability to pay its debts or meet its financial obligations as they fall due, or where the relevant profits are unrealized, not lawfully distributable, fictitious or non-distributable, or where there are accumulated or uncovered losses that legally prevent distribution.

No distribution shall be made except out of net profits, retained earnings and any statutory or prudent appropriations required to preserve the Company's financial position or support its capital base, as applicable

Amendments

The Board reserves the right to review, amend, supplement or update this Policy from time to time whenever necessary as a result of legal, regulatory, financial, strategic or operational developments. The Company shall disclose any material amendments to this Policy through the official approved channels in a transparent and timely manner.

Disclaimer

 

This Policy is intended to serve as a general guiding framework for the Company's approach to dividend distribution and does not constitute a definitive commitment or an unconditional guarantee of future dividends in any financial period. Any proposed or declared distribution shall remain subject to actual financial performance, the availability of distributable profits, liquidity, solvency, capital requirements, market conditions and all necessary corporate and regulatory approvals