National Agricultural Development Co. — Capital/Financing Update 2021

Jul 13, 2021

The National Agricultural Development Company (NADEC) announces recent developments relating to the acquisition of the Second Milling Company with OLAM International Limited, Al Rajhi International for Investment Company and Abdulaziz Alajlan & Sons Company for Commercial and Real Estate Investment

6010 · 13/07/2021 15:23:21 · Announcement #64144 · View on Saudi Exchange

The National Agricultural Development Company (NADEC) announces recent developments relating to the acquisition of the Second Milling Company with OLAM International Limited, Al Rajhi International for Investment Company and Abdulaziz Alajlan & Sons Company for Commercial and Real Estate Investment

Element List

Explanation

Introduction

Further to the announcement made by the National Agricultural Development Company (“NADEC”) on 03/12/1442H (corresponding to 13/07/2021) in respect of recent developments relating to the final agreements in connection with the acquisition of the Second Milling Company in Riyadh, Kingdom of Saudi Arabia (the “Flour Mill”) with OLAM International Limited, Al Rajhi International for Investment Company and Abdulaziz Alajlan & Sons Company for Commercial and Real Estate Investment (with NADEC, the “Consortium Members”).

In relation to NADEC entering into a binding memorandum of understanding with the Consortium Members on 07/09/1442H (corresponding to 19/04/2021G) (the “Term Sheet”), which contains key commercial terms in relation to incorporating Food Security Holding Company, a limited liability company (the “Company”) that will acquire the Flour Mill, operate and manage it.

NADEC hereby announces signing the following agreements:

(1) A Share purchase agreement between the NCP and the Company to acquire 51,315,006 shares in the Flour Mill, representing 100% of the Company’s share capital;

(2) A Shareholders’ agreement between the Consortium Members in connection with the operation and management of the Company;

(3) A Distribution agreement between the Company and NADEC in connection with the retail products that will be sold and delivered by the Company to NADEC on an exclusive basis, in which NADEC shall have the right to sell the retail products under its own name and brand and using its marketing and sales strategy to customers globally for certain fees;

(4) A Services agreement between the Company and NADEC in connection with the provision of marketing and associated services for the Company in return for certain fees; and

(5) A Services agreement between the Company and OLAM International Limited in connection with the provision of operational services for the Flour Mill to operate the plant in return for certain fees.

(altogether referred to as the “Final Agreements”).

NADEC will announce any further material developments, as required by the relevant rules and regulations Previous Announcement NADEC’s announcement in relation to recent developments relating to the final agreements in connection with the acquisition of the Second Milling Company with OLAM International Limited, Al Rajhi International for Investment Company and Abdulaziz Alajlan & Sons Company for Commercial and Real Estate Investment Date of Previous Announcement on Tadawul's Website 2021-07-13 Corresponding to 1442-12-03 Percentage of fulfilled achievement Entering into the Final Agreements Event's Expected Completion Date Not applicable The costs associated with the event, and if they have changed or not with indication of the reasons. It is expected that the financial impact will begin to appear in the last quarter of the Gregorian year 2021 but with a full first year of operations being the year of 2022.

For the full year of 2022, a net profit is expected to be in the range of 20 – 25 million Saudi Arabian Riyals.

For the following years, NADEC is projecting net profits to grow annually in the range of 10-15%. Additional Information NADEC would like to note the existence of Sulaiman Al Rajhi Holding Company, as represented on the board of directors of NADEC by Mr. Bader Al-Sayyari, as a related party, due to its percentage ownership in Al Rajhi International for Investment Company.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.