HILY HOLDING PJSC - Governance Information 2021

==> picture [148 x 92] intentionally omitted <==

ﻓﻲ اﻟﻣﺷروﻋﺎت اﻟﺗﺟﺎرﯾﺔ واﻟﻌﻘﺎرﯾﺔر ، اﻟﺗﺟﺎرة اﻟﻌﺎﻣﺔ، اﻻﺳﺗﺛﻣﺎ 1979 " ﺳﻧﺔ 3 " ﺷرﻛﺔ ﻣﺳﺎھﻣﺔ ﻋﺎﻣﺔ أﺳﺳت ﺑﻣوﺟب اﻟﻘﺎﻧون رﻗم أﺑوظﺑﻲ، اﻹﻣﺎرات اﻟﻌرﺑﯾﺔ اﻟﻣﺗﺣدة 2378 ص.ب: + 971 2 6732100 : ﻓﺎﻛس+ 971 2 6731000 ﺗﻠﻔون: e-mail: [email protected]

FOODCO Holding Company (P.J.S.C)

Governance Report of 2020

161/

==> picture [148 x 92] intentionally omitted <==

	Subject	Page
	Introduction	3
1	The company's commitment to implement corporategovernance	3
2	Board of Directors tradingin the company’s shares	4
3	Board of Directors	5
4	External Auditor	9
5	Audit Committee	10
6	Nomination and Remuneration Committee	11
7	Insiders tradingfollow-upand supervision committee	12
8	Internal Control System	12
9	Violations during2020	13
10	Social Responsibilityof the Company	13
11	General Information.	13

162/

==> picture [148 x 92] intentionally omitted <==

Introduction:

FOODCO Holding PJSC hereinafter referred to as Foodco and / or the Company effectively applies the principles of corporate governance due to the keenness of the Board of Directors to protect and maximize the shareholders' equity; the Company is committed to apply the principles of Corporate Governance in accordance with the Securities and Commodities Authority (SCA) Resolution No. (3/RM of 2020) concerning the regulations of Corporate Governance and standards of institutional discipline

The Board of Directors adopted a Corporate Governance guide which includes a set of rules and policies, and by which the commercial, financial and administrative operations of the company are managed and monitored to achieve its goals and plans in order to ensure compliance with the best corporate governance practices and standards of institutional discipline. This helps the Board of Directors to exercise the responsibilities entrusted to it by the Company its shareholders. The Board of Directors may modify some of these regulations or dispense some of them as they deem appropriate in accordance with their accumulated experiences or as required by the applicable laws and regulations.

Regulation also stipulates that these rules, regulations and policies are binding on all members of the Board of Directors, Executive Management, Managers and Employees, and may be amended only by a decision of the Board.

1. The company's commitment to implement corporate governance:

In FY 2020, the Company implemented following to comply with the Commodities Authority (SCA) Resolution No. (3/RM of 2020) concerning the regulations of Corporate Governance and standards of institutional discipline.

1- The Board of Directors held six meetings as well as one General Assembly has been held.
2- The Company used to disclose its quarterly financial results annual financial statements duly audited its external auditors within the allowed deadline. Also, the company disclosed the most important decisions taken by the Board of Directors and sent copies of those decisions to the Securities and Commodities Authority (SCA).
3- Four Audit Committee and one Nomination and Remuneration Committee meeting(s) were held. Written reports were submitted to the Board of Directors with the recommendations, and implementation for follow-up.
4- The independent members of the Board of Directors signed the independence form prepared by the Securities and Commodities Authority (SCA) and the Nomination and Remuneration Committee periodically made sure of their independence and that there was no change in their situation.
5- The company has disclosed the changes in the executive senior management as soon as they happened.
6- Investor Relations page on the Company's website was updated periodically with the disclosures and information.

163/

==> picture [148 x 92] intentionally omitted <==

1. Board of Directors trading in the company shares

FOODCO Holding PJSC has adopted a policy approved by the Board of Directors considering the corporate governance guidelines. This policy defines the rules with respect to trading of the Board members in company shares. Further, the policy aims are maintenance the good reputation of the Company board of directors and management also enhance the confidence of the investors in the company that the board members and employees do not exploit insider information for their own benefit

FOODCO Holding PJSC applies all regulations issued by the Board of Directors of the Securities and Commodities Authority, as a part of the policy pursued by the government to monitor the Securities and commodity market and to prevent manipulation and to maintain the principle of transparency of information

The most important policies are temporarily restricting the dealings of board members, senior executives and the related person:

These individuals are prohibited from dealing in any security of the Company during the following periods:

1- 10 working days before the announcement of any material information that would affect the share price.
2- 15 days before the end of the quarterly and annual financial period until the disclosure of financial statements.

FOODCO Insiders may trade in the shares of the company from time to time, by complying with the following:

A. investor strategy, so that his/her trade does not take the form of speculation. In general, Insiders may not change the direction of investment at any week of the sale to purchase or vice versa.

Disclosure:

The Board of Directors of FOODCO Holding PJSC are committed to disclosure of their transactions in the company's securities in accordance with the mechanisms described above as follows:

a) Member of The Board of Directors, senior executives, Company secretary and their relatives, should submit a report that shows his/her direct and indirect interests of in the company shares or should submit a declaration denying the same.
b) A summary of the labor contract with Members of the Board of Directors and Chief Executive Officer if any should be provided with details of all contracts that the CEO or CFO or members of the Board of Directors and their relatives may have substantial interest should be submitted, or denial of the same.

Members of the Board of Directors and senior executives of the company have submitted the Insiders declarations according to the internal regulations in this regard.

The statement of the board members and their first-degree relatives trading in the securities of the company during the year 2018.

company during the year 2018.
Name	Position/ relationship	Shares held as of 31/12/2020	Total Sale Transactions	Total Purchase Transactions
Ahmed Ali Khalfan Al Dhaheri	Chairman	1,517,581	-	-
Rashed Darwish Al Ketbi	Vice Chairman	1,800	-	-
Dr. Mohamed Ali Al Hosani	Board Member	25,596	-	-
Mohamed Saeed AlQubaisi	Board Member	145,305	-	-
Mohamed Ali KhalfanAl Dhaheri	Board Member	3,600	-	-

164/

==> picture [148 x 92] intentionally omitted <==

2. The Board of Directors

The members of the Board of Directors of the Company are keen to run the business with values and ethics that leads to good decision making. The Board consist of members with variety of specialties include Accounting, strategic planning, Legal, Marketing, human resources, Governance, risk management, mergers and acquisitions and other expertise that ensure transparency and accountability.

The current board consists of five members. The majority are non-executive directors and two-thirds are independent members. The independent members have signed the declaration of independence form prepared by the Securities and Commodities Authority.

Members of the Board of Directors :

Ahmed Bin Ali Khalfan Al Dhaheri (The Chairman)	Non-executive	The term of membership since the first election: 18years.

Mr. Al Dhaheri is a holder of a BS in Accounting from the College of Administration and Economics from the American University of Seattle, a Chartered Public Accountant Certificate from California, Higher Diploma in Business Administration - Accounting Specialization - with honors from the Higher Colleges of Technology in Abu Dhabi.

He began his career as a sales manager at Ali and Sons Co, and served as Vice Chairman of the Board and Executive Director of the Group of Companies Ali & Sons since 1998 AD and since July 2014 he has become the Chairman of the Board of Directors of the Group of Companies Ali & Sons, in addition to his duties as a member of the boards of directors of several other companies. He has worked as a Board member of Al Qudra Holding Company, also he has worked for more than five years as a member of the Board of Directors of the Chamber of Commerce and Industry of Abu Dhabi. CEO of Injaz Mena Investment Company and the General Manager and Executive Managing Director of the Abu Dhabi National Foodstuff Company.

Rashed Darwish Ahmed Saif Al Ketbi (Vice Chairman)	Non-executive	The term of membership since the first election: 6years

Mr. Al Ketbi is a Bachelor of Science in Commerce from the University of Indiana (USA 1984) and an MBA from St. Louis University (USA 1986). He is currently President and CEO of RDK Group of Companies, Chairman of Gulf Concrete Molding Company and Shanghai Arab Electromechanical Company, Vice Chairman and Managing Director of Al Wathba National Insurance Company, Vice Chairman of Darwish Bin Ahmed & Sons. He is also a member of the Board of Directors of Waha Capital PJSC.

He worked as CFO and CEO for Darwish Bin Ahmed & Sons Co. (1995-2012), Assistant Undersecretary for Financial Affairs and Administration, Ministry of Health (1991-1995), and Financial and Administrative Director of Saif Bin Darwish (1986-1991). He also was a board member of United Arab Bank PJSC.

Dr. Mohamed Ali Khamis Mohamed Al Hosani Independent The term of membership since the first election:26 years.

Dr. Hossani is a holder PhD in Business Management from Berkeley University (USA), Diploma & master’s degree of Management in Investment and Finance, University of Hull (UK), Bachelor of Computer Science, Mathematics and Statistics, Institute of Information Management (UK), Certified Management Accountant (CMA), Fellow of the Information Systems Management Association, Fellow of the British Management Association.

165/

==> picture [148 x 92] intentionally omitted <==

He is currently the Managing Director and Chief Executive Officer of Amwal Holding and a Board member of Sense Gourmet Food Co. (PSC), Al Salam Bank- Sudan, Al Salam Bank- Algeria and Emarati Group.

He worked as Chief Executive Officer of Al-oula Investment Company, General Manager of Saadiyat Free Zone Authority, Deputy Director of Treasury Department, Abu Dhabi Investment Authority, Assistant General Manager of Abu Dhabi Investment Company and CEO of Abu Dhabi National Foodstuff Company, Member of the Board of Directors of the Lebanese Bank of Commerce (France) From 1996 to 1999 he was President of the UAE Financial Markets Association (France). He was one of the founders of the Abu Dhabi Securities Market and the Dubai Financial Market in 1999 and 2000 and was the Chief of Technical Analysts in UAE and UK.

Mohamed Saeed Abduallah Mosalam Al Qubaisi Independent The term of membership since the first election: 12 years.

Mr. Al Qubaisi has distinctive business and investment experience in many areas as oil fields, insurance, banking, education and others. He Owns and manages several private institutions (Mohammed Al Qubaisi Projects, Al Najma Services, Al Najma Security Services, Tawam Agriculture). He worked as chairman and member of many boards of directors of local and foreign companies and institutions. He was a member of the Board of Directors of the Abu Dhabi Chamber of Commerce and Industry from 1982 to 1991 and was re-elected to the membership again for the period 2006-2009

Mohamed Ali khalfan Al Mutawa Al Dhaheri	Non- Executive	The term of membership since the first election: 12years.

Mr. Mohamed Al Dhaheri is bachelor’s in finance from the New York Institute of Abu Dhabi and a Higher Diploma in Finance from the Higher Technical College of Abu Dhabi. He started his career as Customer Relations Manager at Ali & Sons Automotive Company and Director of ABT (Sports Cars). He is currently Assistant Vice Chairman of Ali & Sons Group of Companies, Al Ain Branch & General Manager of Skoda.

A) Statement of the members of the Board of Directors' in other companies”

Member’s Name	Membership in other Companies (regulatory, governmental, commercial)	Position
Ahmed Bin Ali Al Dhaheri (The Chairman)	Abu Dhabi Aviation Company Al Wathba National Insurance Co. Foodco National Foodstuff Co. PSC Waha Capital Company. Al Ramz Corporation	Board Member Board Member Chairman Vice Chairman Board Member
Rashed Darwish Al Ketbi Vice Chairman	Al Wathba National Insurance Co. Waha Capital Company.	Managing Director & Vice Chairman Board Member
Mohamed Ali Al Hossani	Amwal Holding Company. Insurance & Reinsurance Company (AMAN) Foodco National Foodstuff Co. PSC Al Salam Bank – Sudan Al Salam Bank – Algeria	Managing Director and CEO Board Member Board Member Board Member Board Member Board Member
Mohamed Saeed AlQubaisi	Al Wathba National Insurance Co.	Board Member
Mohamed Ali Al Dhaheri	Foodco National Foodstuff Co. PSC	Vice Chairman

B) There is no female Representation in the Board of Directors

C) No females were nominated for the membership of the Board of Directors.

166/

==> picture [148 x 92] intentionally omitted <==

D) Directors' Remunerations:

Members of the Board of Directors were not granted any remuneration for the year 2019
A board remuneration of 1,250,000/- will be proposed to the General Assembly which scheduled to be held in April 2021.
Details of allowances for attending the sessions of the committees derived from the Board of Directors, which were paid to the BOD member for the fiscal year 2020:

Name	Allowances for attending the BOD Committees	Allowances for attending the BOD Committees
	Name of Committee	allowances amount	Number of Meetings
Mohamed Ali Al Hosni	Audit Comt + Nom & Rem Comt	45,000	4+1
Mohamed Saeed AlQubaisi	Audit Comt + Nom & Rem Comt	20,000	1+2
Mohamed Ali Al Dhaheri	Nom & Rem Comt	5,000	1

According to the previous approval of the board of directors, additional fees and a monthly salary of fifty thousand dirhams had been granted Chairman of the board for his extra efforts and additional work to serve the company above his regular duties as Company’s Chairman of the Board of Directors. Based on the resolution of the Chairman of the SCA No. 3 / RM for the year 2020, and the circular issued by the CEO of SCA dated 10/18/2020, it has been decided to suspend the above as of the end of 2020, as the circular stipulated that it is not permissible to pay any additional fees or salaries to Chairman of boards of directors of public joint-stock companies.

E) Board of Directors Meetings held during the financial year ended December 31, 2020:

SN	Date of Meeting	Number of Attendees	Number of Attendance byProxy	Names of Absent members
1	February3	3	-	Rashid Al Ketbi/Mohamed Al Qubaisi
2	March 25	5	-	-
3	June 21	5	-	Ahmed Al Dhaheri/Mohamed AlQubaisi
4	August 11	3	-	-
5	December 15	5	-	-

F) During the year 2020, one Board Approval By Circulation was issued on 1 February 2020.
G) No Board of Directors’ tasks or functions were performed by the Executive Management pursuant to an authorization by the Board of Director to the Management during 2020.

H) Statement of details of transactions made with related parties (stakeholders) during 2020:

Related Party	Sales	Purchase	Description
Board Members	340,862.11	0.00	Foodstuff
Major Shareholder	s421,227.37	(255,480.90)	Foodstuff/Insurance/Cars & Spare parts

167/

==> picture [148 x 92] intentionally omitted <==

I) Organization Structure

==> picture [417 x 323] intentionally omitted <==

J) A detailed statement of senior executive staff( 1[st] & 2[nd] row of Organization Structure):

SL	Position	Date of Appointment	Total Salaries and Allowances paid in 2020 (AED)	Total Bonuses paid in 2020 (AED)	Any other cash/in-kind benefits for 2020paid
			-
1	CHIEF EXECUTIVE OFFICER	08/01/2018	498,315	-	-
2	CHIEF FINANCIAL OFFICER	01/10/2018	719,129	-	-
3	FNFS GANERAL MANAGER	01/12/2019	534,224	-	-
4	5PL SOLUTIONS Director in Charge	26/12/2017	239,512	-	-
5	FINANCE Controller	01/07/2009	328,938	-	-
6	INVESTMENT DIRECTOR	13/03/2014	307,382	-	-
7	REAL ESTATE & FACILITY MANAGER	01/12/2010	287,156	-	-
8	HUMAN RESOURCE DIRECTOR	08/03/2017	287,676	-	-
9	INFORMATION TECHNOLOGY DIRECTOR	12/02/2002	232,161	-	-

*The CEO has resigned on 30/05/2021.

**This report will be updated as soon as any decisions on cash/in-kind benefits for the year 2020 are due in the future.

168/

==> picture [148 x 92] intentionally omitted <==

3. The External Auditor:

Ernest & Young audits the company's accounts; the following is a brief information:

Ernest & Young (EY) is a global leader in assurance, tax, transaction and advisory services.

Ernst & Young "is a world leader in insurance services, tax advice, commercial transactions and advisory services. It is a global organization and employs a vast number of professionals across the world. EY operates as one firm, in four global regions and 33 sub-areas. EY audit methodology is consistent throughout the world as its employees communicate through a technical infrastructure that supports its global execution.

The EY practice offers its clients value-added services in Assurance & Business Advisory Services, Business, Transaction Support Services, Community Training, Business Risk Services (Internal Audit), Technology & Security Risk Services, international Tax Services and lead Advisory Services.

Ernst & Young has been operating in the MENA region since 1923, and according to Forbes Global 2000, Ernst & Young leads the MENA market share auditing 45% of the audited companies in this region.

Auditing Firm Name	Ernest & Young	Ernest & Young
Auditor Partner Name	Raed Ahmed Ahmed Dali/partner in-charge
The number of years served as an auditor for the company	Two years.
Total fees for auditing the financial statement of 2020(AED)	180,000/-
The fees and costs of the special services other than auditing of the financial statements in 2020(AED)	3,215/-	agreed upon procedures report - Dividend’s report
The details and nature of other servicesprovided	None
Other services performed by an external auditor other than the Companies Auditors in 2020
Crowe Mak	5,000	In-Country Value certification - ICV
MMJS	6,000	Economic Substance – Economic Substance Report
MMJS	36,725	VAT Health Check
Grant Thornton Audit	378,268	Valuation services

Crowe Mak	5,000	In-Country Value certification - ICV
MMJS	6,000	Economic Substance – Economic Substance Report
MMJS	36,725	VAT Health Check
Grant Thornton Audit	378,268	Valuation services

The were no qualified opinions made by the company’s external auditor in the interim and annual financial statements for 2020.

169/

==> picture [148 x 92] intentionally omitted <==

4. The Audit Committee

a. “I, Dr. Mohamed Al Hosani – Chairman of the Audit Committee, acknowledge my responsibility for the committee’s system in the company and for my review of its mechanism and effectiveness”

b. Members : Mr. Mohamed Al Hosni. Chairman (Independent) Mr. Mohamed Saeed Al Qubaisi. Member (Independent) Ms. Vibhu Joshi . Member (External Expert)

*Ms Vibhu Joshi has been appointed on 25/03/2020 as a replacement of Mr. Mohamed AL Dhaheri.

c. Duties:

a. Develop and apply the policy of appointing the external auditors and report to the Board of Directors identifying important issues that might need actions and recommending the steps to be taken.
b. To monitor and monitor the independence and objectivity of the external auditor and discuss the nature and scope of the audit and its effectiveness in accordance with the approved auditing standards.
c. Monitor the integrity of the company's financial statements and reports (annual, semi-annual and quarterly) and review them as part of their normal work during the year and after closing accounts in any quarter, with special emphasis on the following:
Any changes in accounting policies and practices.
Highlight the areas of the Board of Directors' discretion.
Substantial adjustments resulting from audit.
Assuming continuity of business.
Compliance with the accounting standards determined by the Authority.
Compliance with the rules of incorporation, disclosure and other legal requirements related to the preparation of financial reports.
d. Coordinating with the Board of Directors of the Company, the Executive Management and the Financial Manager or the concerned Manager, in order to perform its duties. The Committee shall meet with the auditors of the Company at least once a year.
e. Consider any important and unusual items that are or should be included in such reports and accounts and shall give due attention to any matters raised by the Company's CFO, the concerned Manager or the Auditors.
f. Reviewing the financial control, internal control and risk management systems of the company.
g. Discuss the internal control system with management and ensure that it fulfills its duty to establish an effective internal control system.
h. Consider the results of the main investigations in the internal control matters assigned to it by the Board of Directors or are initiated by the Committee and the approval of the Management.
i. Ensure the existence of coordination between the internal auditors of the company and the external auditor and ensure the availability of resources necessary for the internal audit and review and control the effectiveness of that device.
j. Review the financial and accounting policies and procedures of the company.
k. Reviewing the External Auditor's letter of work and its plan and any material queries raised by the auditors on the executive management regarding accounting records, financial accounts or control systems and their response and approval.
l. Ensure that the Board of Directors responds in a timely manner to the clarifications and material issues raised in the external auditor's letter.
m. Establish controls that enable the Company's staff to report any potential irregularities in financial reports, internal controls or other matters confidentially and steps to ensure independent and fair investigations of such violations.
n. Monitor the company's compliance with the Code of Professional Conduct. o. Ensure the application of the rules of work for the functions and powers assigned to it by the Board of Directors.
p. Report to the Board of Directors on matters listed in this item.
q. Consideration of any other matters determined by the Board of Directors.

16/10

==> picture [148 x 92] intentionally omitted <==

Meetings of the Audit Committee

Meetings	Meeting Date		Attendance*		Remarks
		Mohamed Al Hosani	Mohamed AlQubaisi	Mohamed AlDhaheri
1st Meeting	25 March	*	*	-	Inpresence of the External Auditor

*Ms Vibhu Josahi has been appointed on 25/03/2020 as a replacement of Mr. Mohamed AL Dhaheri.

Meetings	Meeting Date		Attendance*		Remarks
		Mohamed Al Hosani	Mohamed AlQubaisi	Vibhu Joshi
2nd Meeting	21June	*	*	*	Inpresence of the External Auditor
3rd Meeting	14 August	*	-	*	Inpresence of the External Auditor
4th Meeting	12 November	*	-	*	Inpresence of the External Auditor

5. The Nomination & Remunerations Committee

a. “I, Mohamed Al Qubaissi – Chairman of the Nomination & Remuneration Committee, acknowledge my responsibility for the committee’s system in the company and for my review of its mechanism and effectiveness”

b. Members:

Mr. Mohamed Saeed Al Qubaissi, Chairman (independent) Mr. Mohamed Ali Al Hosani, Member (independent) Mr. Mohamed Ali Al Dhaheri. Member (Non-executive)

c. Duties:

Prepare the human resources and training policy and monitor its implementation. This policy shall be reviewed annually.
Preparation of the policy of granting bonuses and benefits, incentives and salaries and review the same annually.
Define the company's needs in competencies at the level of senior executive management and employees and the bases of their selection.
Ensure independence of the independent of members.
Prepare a policy for the nomination to the membership of the Board of Directors and Executive Management, which aims at taking into consideration gender diversity within the formation and encouraging women through incentives, programs and training.
Organizing and following up the procedures for nomination to the Board of Directors in accordance with applicable laws and regulations.
Review the structure of the Board of Directors and make recommendations regarding possible changes.
Any other matters determined by the Board of Directors

The Meetings of the Nomination & Remunerations Committee

The Meetings	Meeting Date		*Attendance **
		Mohamed AlQubaissi	Mohamed Al Hosni	Mohamed Al Dhaheri
1stMeeting	21June	-	*	*
11 / 16

==> picture [148 x 92] intentionally omitted <==

6. Insiders’ Trading Follow-up & Supervision Committee

a. “I, Dr. Mohamed Al Hosani – Chairman of the Insiders’ Trading follow-up & Supervision Committee, acknowledge my responsibility for the committee’s system in the company and for my review of its mechanism and effectiveness”

b. Members

Mr. Mohamed Ali AL Hosani, Chairman
Mr. Mohamed Hafez , Member

Ms. Taysir Mokashfi , Member

c. Functions & Duties:

Manage, follow up and supervise the Insiders’ trading and their ownership of the company shares, keep their records and submit the periodic reports and reports to the market.

d. Summary of the Committee activities in 2020:

Maintain and review the Insiders’ List periodically and ensure that it is updated immediately on the ADX website.
Ensure that all insiders has signed and confirmed their commitment to maintain the confidentiality of information and data relating to the company and its customers and bear all legal effects in the event of leakage of this information or data, and notify the company of any transactions they make on the securities of the parent company or subsidiary before and after the conduct of such trades.
- Request a periodic report from the Abu Dhabi Securities Exchange for insider trading and ensure its conformity with the company's record and disclosures of those insiders of their trades, so that the report of the insiders committee will be submitted accordingly to the Board of Directors.

7. Internal Control System

a. The Board of Directors declares its responsibility for the structure of the internal control system of the Company, which it deems necessary to preserve the Company's assets, protect its assets and ensure the preparation of financial statements free of material misstatement, whether due to fraud or error, and is responsible for verifying its effectiveness.

Internal control includes the organizational plan, all consistent methods and standards adopted by the company to protect its assets, control accuracy and confidence in its accounting statements, improve production efficiency, and encourage adherence to pre-set administrative policies.

b. The Board of Directors of the Company has decided to establish the Internal Control Department and has been entrusted with the following basic tasks:
Review the financial control and internal control systems and risk management.
Discuss the internal control system with the Management and ensure that it fulfills its duty to establish an effective internal control system.
Consideration of the results of the main investigations in the internal control matters assigned to it by the Board of Directors or at the initiative of the Committee and the approval of the Management Internal Control Department Manual, which states its functions and powers, have been approved by the Board.
c. Mr. Mohamed Abbas is Internal Control In-Charge, and Compliance Officer as well.
He is a Certified Accountant, holds a Bachelor of Accounting, and an International Financial Reporting Standards (IFRS) with 12 years of experience in accounting, auditing, financial analysis, and financial reporting. He joined the company on 19 November 2018.
d. The company did not face any major problems during 2020 and in case of any, it shall be dealt in accordance with the requirements of the matters.
e. The Internal Control Department has submitted four reports to the Board of Director.

16/12

==> picture [148 x 92] intentionally omitted <==

8. Violations committed during 2020

No violations are committed by the company during 2020.

9. The Company's Contribution During 2020 towards the of Local Community Development and Environmental conservation

The company was keen to apply best practices to protect the environment and conform to health, security and safety standards for its employees and visitors. It is committed to the UAE laws and regulations in this regard.

The company did not make any contributions in kind or cash during the year 2020.

10.General Information

a. Share price during the year 2020(highest & lowest)

==> picture [251 x 107] intentionally omitted <==

----- Start of picture text -----

Month OPEN (AEDHIGH (AED)LOW (AEDCLOSE ) (AED
3 2.93 3.36 2.79 3.36
4 3.20 3.20 2.89 2.89
7 2.75 3.00 2.75 3.00
9 3.00 3.00 3.00 3.00
11 2.99 2.99 2.99 2.99
12 2.99 2.99 2.99 2.99
----- End of picture text -----

==> picture [372 x 147] intentionally omitted <==

----- Start of picture text -----

4 Foodco 2019 vs 2020
3
2
1
Foodco - 2020 Foodco - 2019
0
2-Jan 2-Feb 2-Mar 2-Apr 2-May 2-Jun 2-Jul 2-Aug 2-Sep 2-Oct 2-Nov 2-Dec
----- End of picture text -----

16/13

==> picture [148 x 92] intentionally omitted <==

b. share performance Comparison 2020

==> picture [438 x 240] intentionally omitted <==

----- Start of picture text -----

Foodco - ADCM - ADI
General Index (ADI) Consumer Staples(ADCM)
Foodco 2020
02 - Jan 16 - Jan 30 - Jan 13 - Feb 27 - Feb 12 - Mar 26 - Mar 09 - Apr 23 - Apr 07 - May 21 - May 04 - Jun 18 - Jun 02 - Jul 16 - Jul 30 - Jul 13 - Aug 27 - Aug 10 - Sep 24 - Sep 08 - Oct 22 - Oct 05 - Nov 19 - Nov 03 - Dec 17 - Dec 31 - Dec
----- End of picture text -----

c. Shareholding Distribution as of 31/12/2020:

Shareholder Category		Percentage of Shares Held	Percentage of Shares Held
	Individual	Companies	Government	Total%
Local	63.79	35.76	-	99.55
Arab	0.18	0.01	-	0.19
Foreign	0.25	-	-	0.25
Total	64.22	35.77	-	100%

d. Statement of shareholders holding 5% or more of the capital as of 31/12/2020

Name	No of Shares held	%
Al Wathba Insurance CompanyPJSC	27,377,341	22.81%
Ali Bin Khalfan Al Mutawa Al Dhaheri	27,373,988	22.81%
Mariyam Ahmed Abdullah Abdol Al Khumairi	16,762,030	13.97
Ali & Sons CompanyL.L.C	11,748,388	9.79%
Mohamed Bin Ahmed Bin Saeed AlQassimi	9,607,220	8.01%

e. Shareholding Distribution to the size of equity as at 31/12/2020.

SL	Share(s) Owned	No of Shareholders	No of Shares held	Percentage to Capital
1	Less than 50,000	289	2,916,121	2.43
2	50,000 -500,000	79	14,570,352	12.14
3	500,000-5,000,000	8	9,644,560	8.04
4	More than 5,000,000	5	9,2868,967	77.39

16/14

==> picture [148 x 92] intentionally omitted <==

f. Procedures taken with respect of the controls of investors’ relation.

Investor Relation Officer details: Amr Rashad Qotb Tel : +971 2 6731000 – ext 1305 E-mail : [email protected]
The link of Investor Relation webpage on the website of the company:

http://www.foodco-uae.com/Menu/index.aspx?PriMenuID=21&mnu=Pri

g. Special resolutions presented to the General Assembly held in 2020.

	The special resolution	The special resolution	Procedures taken with respect thereto
1.	Approval of the proposal of the Board of Directors to provide social contributions and authorize the Board of Directors to determine beneficiaries, such contribution shall not exceed (2%) of the company's average net profits during the two prior fiscal years (2018/2019) pursuant to the Federal Law No. 2 of 2015 concerning the commercial Companies.		The maximum amount of contributions has been adhered to in as stated in the resolution
2.		Approval of the Amendment of the Articles of Association as follows: Insert to the Article no 39 Subject to Article (183) of the Companies Law, a shareholder may vote electronically at the General Assembly in accordance with the process applicable at the financial market on which the company is listed and as approved or issued by the Authority. Amend Article no (40) to read as follows: Notice to the shareholders to attend meetings of the general assembly shall, after obtaining the authorities approval, be announced and must include the agenda for such meeting, taking into consideration: 1. Announcement to General assembly shall be at least 15 (fifteen) days prior to the meeting. 2. Invitation shall be published in two daily local newspapers at least one of which must be in Arabic language, 3. Notices to the shareholders shall be sent by registered mail or by SMS and email (where available). 4. Copies of the invitation document must be provided to the authority and the competent authority.	Under process
3.	Approval of the transfer of the logistics solutions company and related property (totally owned by the Holding company) to a subsidiary company.		Transfer completed

==> picture [468 x 61] intentionally omitted <==

16/15

==> picture [148 x 92] intentionally omitted <==

h. * Name of the Rapporteur Board meetings : Taysir Mokashfi
Date of Appointment

: Jan 2017

Qualifications:

She holds a bachelor’s degree in Economics, Faculty of Economics and Social Studies, University of Khartoum. 20 years’ experience (accounting, board secretary, investor relations), courses and workshops on governance and sustainability

Tasks during the Year 2020:
Editing the minutes of the meetings of the Board of Directors and its committees, including details of the issues considered and decisions taken, taking into consideration the necessary controls for those minutes (date and method of the invitation, venue, timing, end of time, proof of attendance and representation).
Keeping the minutes of the meetings of the Board of Directors and its committees.

i. Significant event took place in the company in 2020.

None
j. Statement of the transactions made with related parties during the year 2020 that are equal

to 5% or more of the company's capital.

None

k. Emiratization percentage in the company.

Year	Percentage
2018	3.05
2019	8.50
2020	11.00

l. Innovative projects and initiatives implemented by the company or which were under development during 2020

None

==> picture [525 x 129] intentionally omitted <==

16/16

AI assistant

HILY HOLDING PJSC — Governance Information 2021

66550_rns_2021-04-20_07dcf904-378c-4800-8eda-cf8952873f5a.pdf

FOODCO Holding Company (P.J.S.C)

Governance Report of 2020

Contents:

Introduction:

1. The company's commitment to implement corporate governance:

1. Board of Directors trading in the company shares

Disclosure:

2. The Board of Directors

Members of the Board of Directors :

A) Statement of the members of the Board of Directors' in other companies”

D) Directors' Remunerations:

E) Board of Directors Meetings held during the financial year ended December 31, 2020:

H) Statement of details of transactions made with related parties (stakeholders) during 2020:

I) Organization Structure

J) A detailed statement of senior executive staff( 1[st] & 2[nd] row of Organization Structure):

*The CEO has resigned on 30/05/2021.

3. The External Auditor:

4. The Audit Committee

c. Duties:

Meetings of the Audit Committee

5. The Nomination & Remunerations Committee

b. Members:

c. Duties:

6. Insiders’ Trading Follow-up & Supervision Committee

b. Members

c. Functions & Duties:

d. Summary of the Committee activities in 2020:

7. Internal Control System

8. Violations committed during 2020

9. The Company's Contribution During 2020 towards the of Local Community Development and Environmental conservation

10.General Information

b. share performance Comparison 2020

c. Shareholding Distribution as of 31/12/2020:

d. Statement of shareholders holding 5% or more of the capital as of 31/12/2020

e. Shareholding Distribution to the size of equity as at 31/12/2020.

f. Procedures taken with respect of the controls of investors’ relation.

g. Special resolutions presented to the General Assembly held in 2020.

: Jan 2017

i. Significant event took place in the company in 2020.

to 5% or more of the company's capital.

l. Innovative projects and initiatives implemented by the company or which were under development during 2020

More from HILY HOLDING PJSC

HILY HOLDING PJSC Governance Information 2021