HERFY FOOD SERVICE CO. the Ordinary General Assembly
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HERFY FOOD SERVICE CO. The Ordinary General Assembly Meeting Date: 25 April 2021 شركة هرفي للخدمات الغذائية )شركة مساهمة ( HERFY FOOD SERVICES CO. ( C.J.S. ) The agenda of the Ordinary General Assembly for Herfy Food Services Company (first meeting) 25/04/2021 1. Voting on the Auditor's report for the fiscal year ended on 31/12/2020G. 2. Voting on the company's financial statements for the fiscal year ended on 31/12/2020 G. 3. Voting on the Board of Directors' report for the fiscal year ended on 31/12/2020G. 4. Voting on the appointment and determining fees of the external auditor for the Company from among nominees, on the recommendation of the Audit Committee to examine, review and audit the Company’s financial statements for the second, third and annual of fiscal year 2021G and first quarter of fiscal year 2022. 5. Voting on the Board of Directors recommendation to distribute cash dividends for the year 2020 total amount 64.680 million riyals at the rate of 1 riyal per share, which represents 10% of the per value of the share with a total Shareholders of 64.680 million shareholders, provided the eligibility for dividend will be to Shareholders who own the shares on the day of Company’s general assembly and registered in the company’s shareholders register at Securities Depository Center by the end of the second trading day following the day of general assembly date of dividend distribution will be announced later (attached). 6. Voting on discharging the members of the Board of Directors from liability for the fiscal year ended on 31/12/2020G. 7. Voting on payment of (SAR 2,576,000) as remuneration to the Board members for the fiscal year ended on 31/12/2020G. 8. Voting on delegating the Board of Directors to distribute interim dividends on biannual or quarterly basis for the fiscal year 2021G. 9. 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. 1 شركة هرفي للخدمات الغذائية )شركة مساهمة ( HERFY FOOD SERVICES CO. ( C.J.S. ) 10. Voting on the business and contracts that will be concluded between Herfy and Savola Group through its subsidiary Panda Retail Company, represented by the sales of food products, which the members of the Board of Directors – Mr. Essam Abdul Qadir Al Muhaidib, Eng. Anees Ahmed Moumenah, Eng. Moataz Qusai Al-Azzawi - indirect interest in it as members of the board of directors and senior executives of the Savola Group, which owns 49% of Herfy company directly, noting that the total value of transactions that took place in 2020 amounted to 37.943 million riyals, it was agreed according to the prevailing commercial terms. (attached). 11. Voting on the business and contracts that will be concluded between Herfy and Savola Group through its subsidiary Panda Retail Company, which belongs to the members of the Board of Directors - Eng. Anees Ahmed Moumena, Mr . Essam Abdel Qader Al Muhaidib, Eng. Moataz Qusai Al-Azzawi - indirect interest in it as members of the board of directors and senior executives in the Savola Group, which owns 49% of Herfy company directly, represented in the rental of commercial stores, noting that the total value of transactions that took place in 2020 amounted to 2.875 million riyals and it was agreed according to the prevailing commercial terms. (attached). 12. Voting on the business and contracts that will be concluded between Herfy and Savola Group through its subsidiary, Afia International Company, which belongs to the members of the Board of Directors - Mr. Essam Abdel Qader Al Muhaidib, Eng. Anis Ahmed Momena, Eng. Moataz Qusai Al-Azzawi - indirect interest in it as members of the board of directors and senior executives of the Savola Group, which owns 49% of Herfy directly, represented in the purchases of food products, noting that the total value of transactions that took place in 2020 amounted to 2.81 million riyals and it was agreed according to the prevailing commercial terms. (attached). 13. Voting on the business and contracts that will be concluded between Herfy and Savola Group through its subsidiary United Sugar Company, which is the members of the Board of Directors – Mr. Essam Abdul Qadir Al Muhaidib, Eng. Anis Ahmed Momena, Eng. Moataz Qusai Al-Azzawi - indirect interest in it as members of the board of directors and senior executives of the Savola Group, which owns 49% of Herfy company directly, represented in the purchases of food products, noting that the total value of transactions that took place in 2020 amounted to 2.628 million riyals and it was agreed according to the prevailing commercial terms. (attached). 2 شركة هرفي للخدمات الغذائية )شركة مساهمة ( HERFY FOOD SERVICES CO. ( C.J.S. ) 14.Voting on the business and contracts that will be concluded between Herfy and Savola Group through its subsidiary, the International Company for Food Industries, which belongs to the members of the Board of Directors - Mr. Essam Abdul Qadir Al Muhaidib, Eng. Anees Ahmed Moumenah, Eng. Moataz Qusai Al-Azzawi - indirect interest in it as members of the board of directors and senior executives of the Savola Group, which owns 49% of Herfy company directly, represented in the purchase of food products, noting that the total value of transactions that took place in 2020 amounted to 3.943 million riyals, and it was agreed according to the prevailing commercial terms. (attached). 15.Voting on the business and contracts that will be concluded between Herfy and Kinan Real Estate Development Company, which the Vice Chairman of the Board of Directors Eng. Anis Ahmed Moumenah has an indirect interest as a member of the board of directors of Kinan Real Estate Development Company, represented in the rental contracts for shops, noting that the value of the transactions that took place in 2020 amounted to 162 thousand riyals, and it was agreed according to the prevailing commercial terms. (attached). 16. Voting on the business and contracts to be concluded between the company and Almarai Company, which is the Vice Chairman of the Board of Directors Eng. Anis Ahmed Momena has an indirect interest as a member of the Board of Directors of Almarai Company, which is represented in contracts for the purchase of food products, noting that the value of the transactions that took place in 2020 amounted to 3.714 million riyals, and it was agreed according to the prevailing commercial terms. (attached). 17. Voting on the business and contracts that will be concluded between Herfy and the member of the Board of Directors and the CEO of the company Mr. Ahmed Hamad Al-Saeed, who has a direct interest in it, represented in the lease contracts of land and two residential buildings owned by him, noting that the value of the lease contracts for the year 2020 amounted to 630 thousand riyals and it was agreed according to the prevailing commercial terms. (attached). 18. Voting on the business and contracts that will be concluded between Herfy and the Mama Sauce Factory, owned by Mr. Ahmed Hamad Al-Saeed Foundation, which belongs to the member of the Board of Directors and the CEO of the company. Mr. Ahmed Hamad Al-Saeed and has a direct interest in it, represented in a contract to supply food sauces, noting that the volume of transactions for the year 2020 amounted to 13.562 million riyals, and it was agreed according to the prevailing commercial terms. (attached). 3 شركة هرفي للخدمات الغذائية )شركة مساهمة ( HERFY FOOD SERVICES CO. ( C.J.S. ) 19.Voting on the business and contracts that will be concluded between Herfy and Taza restaurant chain 2020 which the member of the board of directors and the CEO of the company, Mr. Ahmed Hamad Al-Saeed has an indirect interest in it, considering that he owns a share in the Saudi Ashmore Food Fund, which owns a controlling share in a chain of fresh restaurants, represented in a contract for the sale of food products, bearing in mind that the value of transactions for the year 2020 amounted to 1.571 million riyals, and it was agreed according to the prevailing commercial terms. (attached). 20. Voting on electing the members of the Board of Directors from candidates for the next session, which shall commence on 01-05-2021, for a period of (3) years ending on 30-04-2024. (Resume Attached). 21. Voting on the formation of the audit committee, defining its tasks, work controls, and remuneration for its members for the new session, starting from the session on 01-05-2021 till the end of session on 30-04-2024, the following below the Candidate names. (Resume Attached). 1. Mr. Isam Majid Abdullatif AlMuhaideb 2. Dr. Abdulraouf Sulaiman Banaja . 3. Mr. Saleh Mugbel Abdulaziz Alkhalaf . 4. Dr. Ahmed Abdullah Ali Almoneef . 5. Mr. Aly Assem Barkat . 4 No. 4 Voting on the appointment and determining fees of the external auditor for the Company from among nominees, on the recommendation of the Audit Committee to examine, review and audit the Company’s financial statements for the second, third and annual of fiscal year 2021G and first quarter of fiscal year 2022. Attachment of contracts with related parties Attachment No. 10 ، 22 ، 21 21 ، 21 ، 21 ، 21 ، 21 ، 21 ، 21 which relate to the license of the board of director’s business and contracts with the Company.