March 27, 2024

Agility’s Board Results Regarding the Distribution of the Interim Dividends

Reference to the above-mentioned subject; and in accordance with Chapter 10 of the Capital Markets Authority’s bylaws of Law No. 7 for the year 2010 on Disclosure and Transparency, Agility would like to disclose the following:

Disclosure of material information (template 10)
Date:	27 March 2024
Name of the Listed Company:	Agility Public Warehousing Company KSCP
Material Information:	Please be informed that Agility’s Board of Directors, has met today Wednesday 27 March 2024 at 1.30 pm, and took the following resolutions: Based on the authorization issued by the Company’s ordinary general meeting held on 30 May 2023 and the extraordinary general meeting held on 7 June 2023 to the board of directors of Agility, the board approved to distribute interim dividends to its shareholders as follows:(i) cash dividends in an amount equal to KD 25.5 million, representing 10% (ten percent) of the nominal value of the share or 10 Fils for every share after deducting treasury shares for the shareholders registered in Agility’s records at the end of the record date, as specified in the attached distribution schedule, in addition to(ii) an in-kind dividends distribution estimated at KD 800 million representing 49% of the shares owned by Agility in Agility Global PLC, a wholly owned subsidiary of Agility that manages certain operations and assets of the Company notably Menzies Aviation, the company’s investment in Tristar Transport LLC, the operations of Agility Logistics Parks outside Kuwait and DSV investment, for the shareholders registered in Agility’s records at the end of the record date, as specified in the attached distribution schedule, where every shareholder will receive two shares of Agility Global PLC for each share owned by him in Agility, provided that Agility Global PLC is listed on Abu Dhabi Securities Exchange (ADX) after finalizing the required procedures in accordance with the rules and regulations of the ADX. This amount is an estimate based on the latest available financials to date, the final value will be determined at the time of the distribution and will be reflected in the subsequent quarterly results of Agility. The company will inform shareholders about the method of registration in order to receive shares of Agility Global PLC through its website and advertisements in local newspapers. In light of the above and in order to implement the resolution of the board of directors regarding the distribution of in-kind dividends, and based on the same delegation to the board from the ordinary general meeting of the Company held on 30 May 2023 and the extraordinary general meeting of the Company held on 7 June 2023, the board discussed and resolved to approve the listing of Agility Global PLC in the United Arab Emirates on the ADX, noting that the listing will be a technical listing limited to listing the shares distributed to the shareholders without any private or public offering of those shares, pursuant to the procedures applicable at the ADX for this type of listing, including the processes for setting the initial price for this type of listing, and the board resolved to approve and ratify all actions taken for and in connection with the listing of Agility Global PLC on ADX, including the restructuring of some of the Company’s assets based on the delegation given to the board by the aforementioned general assemblies, and all the actions taken by any authorized signatory on behalf of the Company and/or its subsidiaries in implementing the restructuring and signing all applications, documents, contracts, papers, instruments and deeds related thereto.
Corporate action dates	Boursa Kuwait (schedule attached): Last trading date: 15 April 2024 Ex Dividends date: 16 April 2024 Settlement date: 18 April 2024 Distribution: Cash Dividends 25 April 2024 In kind dividends: Expected on 02 May 2024. Distribution will be in the form of shares in an ADGM subsidiary (outside Kuwait). Dubai Financial Market: Last entitlement date: 15 April 2024 Ex-Dividend date: 16 April 2024 Registry Closing date: 17 April 2024 Distribution: Cash Dividends 25 April 2024 In kind dividends: Expected on 02 May 2024, Distribution will be in the form of shares in an ADGM subsidiary (outside Kuwait).
Material Impact on the company’s financials	As a result of the board of director’s resolutions detailed in this disclosure and as far as the in-kind dividend is concerned, Agility’s equity attributable to equity holders will decrease by an estimated net amount of approximately KD 800 million and Agility’s non-controlling interests (minority interests) will increase by an estimated net amount of approximately KD 800 million (upon the distribution being effective within Q2 2024). However, the value of the Company’s assets as well as its revenue and EBIT are not expected to be affected as a result of the foregoing. Note, these amounts are estimates based on the latest available financials to date and the final values will be determined at the time of the distribution and will be reflected in the subsequent quarterly results of Agility, noting that Agility will remain the majority owner of 51% of Agility Global PLC’s shares, the latter will be deemed a subsidiary of the Company and Agility will keep consolidating Agility Global PLC’s accounts. The profit attributable to equity holders of Agility is expected to be lower to the extent of the share of the minority interests; such impact cannot be determined accurately as of now.