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Announcements & Disclosures

Al Mazaya Holding Co (K.S.C) a leading property firm in the region, signed a contribution contract with "Oman Construction" to share in a real estate investment portfolio in Oman with a capital of OMR 3.1 million. Al Mazaya's share is 40% while 12% is for Oman Construction and 12% for "Mina" real estate company. The remainder of the percentage is submitted for IPO from a chosen group of investors and real estate companies.

Disclosure of the Results of BOD Meeting of Al Mazaya Holding Co.

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13-August-2023

Date: 10/08/2023

Subject: Disclosure of the Results of BOD Meeting of Al Mazaya Holding Co.

Reference to the above subject, and our disclosure on the date of 07/08/2023, kindly find attached the material information disclosure form clarifying the results of the meeting of the BOD of Al Mazaya Holding Co. held on 10/08/2023.

 Form for Disclosing Material Information

10/08/2023

Date:

Al Mazaya Holding Co.

Name of listed company

The Board of directors of Al Mazaya Holding Co. convened on Thursday 10/08/2023 at 1:00 PM where they discussed the following:

     1.Approved the company’s Consolidated financial statements for the fiscal period ending 30/06/2023 including the final effect of selling the group to its subsidiary in the Republic of Turkey (Mazaya Ritim Istanbul Company), which was previously disclosed. The last disclosure in this regard was on 06/04/2023.

     2.The Board of Directors recommended to offset accumulated losses amounting to KD 24,439,934 – after considering the impact of dividends’ distribution approved by the ordinary general assembly held on 03/08/2023 as follows:

       a.Reducing the full balance of share premium amounting to KD 8,826,198 (Eight Million Eight Hundred Twenty-Six Thousand and One Hundred Ninety-Eight Kuwaiti Dinars). These recommendations are subject to the approval of The Parent Company Shareholders’ Ordinary General Assembly.

       b.Reducing the statutory reserve balance by an amount of KD 1,132,571 (One Million One Hundred Thirty-Two Thousand and Five Hundred Seventy-One Kuwaiti Dinars). These recommendations are subject to the approval of The Parent Company Shareholders’ Ordinary General Assembly.

       c.Reducing the Company’s share capital by an amount of KD 14,481,165 (Fourteen Million Four Hundred Eighty-One Thousand and One Hundred Sixty-Five Kuwaiti Dinars) (at a rate of 23% of the company's capital). These recommendations are subject to the approval of the Capital Markets Authority and other related regulatory authorities and the approval of The Parent Company Shareholders’ Extraordinary General Assembly. The reduction will be as follows:

          o  Reduce the Company’s share capital from 629,559,816 shares (Six Hundred Twenty Nine Million, Five Hundred Fifty-Nine Thousand and Eight Hundred Sixteen shares) to 484,748,163 shares (Four Hundred Eighty Four Million, Seven Hundred Forty Eight Thousand and One Hundred Sixty Three shares) by cancelling 144,811,653 shares (One Hundred Forty Four Million, Eight Hundred Eleven Thousand and Six Hundred Fifty Three shares) from the Company’s share capital at par value of 100 fils per share that is equivalent to KD 14,481,165 (Fourteen Million, Four Hundred Eight One Thousand and One Hundred Sixty Five Kuwaiti Dinars)

Material information

1.Regarding the board approval for the consolidated financial statements for the fiscal period ending 30/06/2023, enclosed are the following:

       -Consolidated Financial Statements according to Boursa Kuwait templates.

       -Consolidated Statement of Financial Position.

       -Consolidated Statement of Income.

       -Independent Auditor’s Report on the Consolidated Financial Statements for the fiscal period ended 30/06/2023.

2.Regarding to the final effect of the Group’s sale of its subsidiary in the Republic of Turkey (Mazaya Ritim Istanbul Company), the following has been recorded in the company’s consolidated financial statements for the fiscal period ending on 30/06/2023:

       i.Direct profit from the exit from the shares of the subsidiary company in the amount of 132 thousand Kuwaiti dinars.

       ii. Reclassification of foreign currency exchange losses from foreign operations of this subsidiary amounting to KD 22.2 million as on the sale completion date which was previously recognized in the parent company’s shareholders’ equity to the income statement. This has resulted in the following:

          a. There is no financial impact on the total shareholders equity of the company as a result of this reclassification.

          b. There is no financial impact on the book value of the company's shares as a result of this reclassification

This reclassification has resulted in losses in the consolidated income statement due to the sale in the amount of KD 22.2 million in the fiscal period ending on 30/06/2023, as a result of reclassifying those losses from the foreign currency exchange reserve in the shareholders equity of the company’s to the income statement based on the requirements of the International Financial Reporting Standards, noting that these losses have been already calculated and recorded in the company's financial statements during previous years within the foreign currency exchange reserve in the company's shareholders equity.

3. Regarding the board recommendations to offset the accumulated losses by reducing the entire share premium, the statutory reserve and share capital, this matter is still subject to the approval of the Capital Markets Authority and all relevant regulatory authorities as well as the approval of the ordinary and extraordinary general assembly of the parent company. If approved and implemented, this would enhance the shareholders’ equity without any change in the value of the company's shareholders' equity, since all these transactions are deemed as restructuring transactions within the shareholders' equity items in the company's financial statements.

Effect of the material information on the company financial position

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