Results of Agility’s BOD Meeting

First: Review and approve the Company’s strategy

The Board of Directors resolved to approve the Company’s new strategy with the primary objective to affirm and enhance the company’s position and value as a leading national company in the Kuwaiti market, committed to a sustainable and prosperous future, while supporting and contributing to the achievement of Kuwait Vision 2035. Additionally, the strategy aims to strengthen the Company’s image as an attractive investment destination. As part of the strategy the company plans to invest more than KD 100 million by 2030.

Second:  Restructuring the Company’s management structure

The Board of Directors has resolved to approve a new management organization structure, in alignment with the Company’s future objectives and strategy. The Board approved the addition of certain positions to the Company’s management structure — namely, a Managing Director for Kuwait and a Chief Operation Officer — in line with the new strategic direction.

The candidates proposed to fill these positions shall be nominated by the Nominations and Remuneration Committee and presented to the Board of Directors for approval.

Third: Change of Company’s name

The board has approved to change the Company’s name to be aligned with the new strategic direction and will recommend it to the EGM for approval.

Fourth: Settlement of a loan from a local bank and part settlement of the loan between the Company and Agility Global

The Board of Directors has resolved to approve the settlement of the Company’s debt with a local bank with an amount of KD 31 million, which was granted to the Company in 2021. This will be executed through a loan to be obtained by the Company from Horizon Parent Holding Limited, a subsidiary of Agility Global.  This arrangement will result in the settlement of the last significant debt facility linking the Company and its Subsidiary, Agility Global.

The Board of Directors has also approved to settle an amount of around KD 63million as partial settlement of the loan between the Company and its subsidiary Agility Global through the transfer of its  5.9% stake in Agility Global PLC equivalent to approximately 615 million shares to Agility Global PLC itself.

Fifth: Approve the in-kind dividends distribution for the first quarter of 2025

The Board of Directors has also approved the distribution of in-kind dividends for the first quarter of 2025, valued at approximately KD 213 Million  in the form of shares of Agility Global PLC (“Agility Global”), a subsidiary of the Company listed on ADX, representing approximately 20.09% of Agility Global’s share capital.

Under this distribution, each shareholder will receive eighty-two (82) shares of Agility Global for every one hundred (100) shares they own in the Company. Any fractional shares resulting from this distribution will be rounded up.

These dividends are eligible for the shareholders registered on the Company’s record date on 2 July 2025 as per the attached corporate action sheet.

This timetable may be amended if necessary.

The Company will announce to shareholders the method for receiving these distributions in due course.

Sixth: Discuss the transfer of the excess amount from the statutory reserves to retained earnings:

The Board of Directors has approved the proposal to utilize the amounts in excess of the statutory reserve limit for the Company to retained earnings , such that the maximum reserve shall be an amount equal to fifty percent (50%) of the Company’s share capital.

Based on what was mentioned in the material information above, the Company’s ownership in Agility Global will decrease to 25%, as a result of which Agility Global will no longer be considered a subsidiary of the Company and will instead be accounted for as an associate.

Second: Deconsolidating Agility Global

Following the decrease in the Company’s ownership in Agility Global which will result in the loss of control as per the accounting definition, Agility Global will no longer be consolidated with Agility’s financials and will be treated as an associate. 

Third: Financial Impact on the Company’s Financial Statements

As a result of the in-kind dividend distribution, the shareholders’ equity will decrease by an estimated amount of KD 213 Million, representing the market value of its approximatively 20.09% stake in Agility Global to be distributed. In addition, the Company’s remaining stake in Agility Global will be accounted for in accordance with the applicable accounting standards.

Furthermore, following the completion of the settlement of debt as mentioned in point 4 above, the Company’s assets and liabilities will decrease by around KD 63 Million.