The Shares entitle their holders to the right to receive any dividends that the Company declares from the date of the Prospectus and for subsequent financial years.
The Company intends to distribute annual dividends to its Shareholders in line with the Group’s profits, financial position, restrictions on dividend distribution under financing and debt agreements, results of the Group’s activities, current and future cash requirements, expansion plans, investment requirements, and other factors including the analysis of the Group’s investment opportunities and reinvestment requirements, monetary and capital requirements, trade expectations and the impact of any such distributions on any legal and regulatory considerations. In addition, investors who wish to invest in the Offer Shares should be aware that the Dividend Distribution Policy may change from time to time.
While the Company intends to distribute dividends to its Shareholders on an annual basis, the Company does not guarantee the distribution of such dividends or the amounts to be distributed in any given year. The Company’s net profits will be distributed after deducting all general expenses and other costs as follows:
- 10% of the net profits shall be set aside to form a statutory reserve. Such setting aside may be discontinued by the Ordinary General Assembly when such statutory reserve totals 30% of the Company’s paid-up capital.
- Based on the Board’s suggestion, the Ordinary General Assembly may set aside 10% of net profits to build up contractual reserves that shall be allocated to one or more specific purposes.
- The Ordinary General Assembly may resolve to form other reserves to the extent they serve the Company’s interests, or to ensure the distribution of fixed dividends – so far as possible – to the Shareholders. The Ordinary General Assembly may also deduct amounts from the net profit to create social institutions for the Company’s employees, or to support existing institutions of such kind.
- Out of the balance of the net profits, Shareholders shall receive a payment of 5% of the Company’s paid-up capital.
- Subject to the provisions set forth in Article 20 of the Company’s Articles of Association and Article 76 of the Companies Law, an amount of 10% of the balance shall be set aside to remunerate the Board of Directors, provided that such remuneration is proportionate to the number of meetings attended by each Director.
It is worth noting that the company did not distribute any dividends in the financial years ending in 2019, 2020 and 2021. In addition, there are no arrangements or agreements under which one of the company’s shareholders has relinquished his rights to receive profits during the year 2022.
Shareholder rights
There are no arrangements or agreements under which any of the Company’s shareholders has waived their rights to profits.
There is no interest in the class of voting shares belonging to persons (other than members of the Company’s Board of Directors, Senior Executives and their relatives) who informed the Company of these rights under Article 45 of the Registration and Listing Rules, in the fiscal year 2022.
Employee Stock Program
The Company decided to set up an employee stock program with the aim of providing incentives for the Company’s distinguished employees to attract and retain them in order to achieve the Company’s goals. Notably, the employee stock program will include employees who are determined by the Board based on performance evaluations, where the Company’s Extraordinary General Assembly on 28/10/1442H (corresponding to 09 June 2021) agreed to set the Employees Stock Program and authorize the Board of Directors to determine its provisions, including the allocation price for each share offered to the employee if it is in return. After completing the offering process, the selling shareholders sold one hundred and ninety-two thousand (192,000) shares of the Company with a nominal value of SAR 10 to be used within the framework of the Company’s Employee Stock Program, in accordance with the resolution of the Extraordinary General Assembly of the Company on 28/10/1442H (corresponding to 09 June 2021).
Businesses competing with the Group
The Directors Mr. Abdulaziz Abdulrahman Al-Omran and Mr. Abdullah Saud Alromaih (which he was appointed after the EGM) are the representatives for Impact 46 in the Jahez Board of Directors, which in turn invests in delivery applications competing with the Group’s business such as the Chefz and Nana applications. The Chefz application delivers food options and gifts to customers while the Nana application delivers purchases from supermarkets, pharmacies, meat merchants, etc. to customers. The Company’s General Assembly issued its approval for the Directors to participate in this competitive business on 21/11/1443H (corresponding to 06/20/2022).
About the Chefz Application
The Chefz App works in the food, flower and perfume delivery business and serves several cities in the Kingdom. The application provides delivery service through a network of delivery partners within scheduled dates or express delivery according to the capacity of restaurants in cooperation with the partners of the Chefz application.
About the Nana application
The Nana application provides the service of delivering food and products from several sources such as pharmacies, groceries, wholesale markets and various supermarkets. The Nana application service is focused on collecting products from different sources and delivering them to the customer’s home within specific periods of time and enabling the customer to pay through the application to purchase from different parties
General Assembly
The General Assembly for the year 2022 was held on 20 June 2022. Attendance of Board Members are noted in the table below.
| Name | Attendance | |
| 1 | HRH Prince Mishal bin Sultan bin Abdulaziz Al Saud | Yes |
| 2 | Mr Abdulaziz bin Abdulrahman bin Mohammed Al-Omran | No |
| 3 | Mr Ghassab bin Salman bin Ghassab bin Mandeel | Yes |
| 4 | Mr Hamad bin Abdullah bin Fahad Al-Bakr | Yes |
| 5 | Mr Abdulwahab bin Abdulkarim bin Abdulrahman Al-Butairi | Yes |
| 6 | Mrs Loulwa bint Mohammed bin Abdulkarim Bakr | No |
| 7 | Mr Abdullah Saud Marshoud Alromaih* | N/A |
* Mr Abdullah Alromaih was appointed as a Board Member after the EGM (appointed on 03 July 2022)