Shaker Co. Announces the Decrease of its Accumulated Losses to 0 % of the Capital

Referring to the recommendation of the Board of Directors dated 10/11/2021 A, regarding the reduction of the Company’s share capital by 23.44%, and, as the Company’s shareholders approved during the Extraordinary General Assembly Meeting held on 05/15/2022A, the Company announced the decrease in share capital of SAR 147,666,000 through absorbing all accumulated losses.

Reducing the share capital of the Company from SAR 630,000,000 to SAR 482,334,000 based on the approval of the Extraordinary General Assembly held on 05/15/2022.

Factual Results Report of capital decrease as of May 31, 2022

Purpose of this Factual Results report

This report is produced in accordance with the terms of our agreement dated June 13, 2022. The procedures were performed solely to assist the management of Al Hassan Ghazi Ibrahim Shaker Company (“the Company”) in fulfilling its reporting obligations under in compliance with the requirements of the Capital Market Authority (“CMA”) related to the capital decrease as of May 31, 2022 and may not be suitable for another purpose.

Your responsibilities

The management of the Company have prepared the capital decrease statements as of May 31, 2022 attached in appendix (1) and remain solely responsible for it and for the creation and maintenance of all accounting and other records supporting its contents. The Company’s management are also responsible for identifying and ensuring that the Company complies with the terms of our agreement. The management is responsible for determining that the scope of the services is sufficient for its purposes and have confirmed that the procedures described herein are appropriate for the purpose for which of the services were engaged.

Our responsibilities

We have performed the procedures agreed with you and listed below. Our work was performed in accordance with the International Standard on Related Services (ISRS) 4400 (Revised) ’AgreedUpon procedures Engagements.’ as endorsed in the Kingdom of Saudi Arabia.

We have complied with the rules of professional conduct and ethics as endorsed in the Kingdom of Saudi Arabia. An Agreed-upon procedures engagement involves performing the procedures that have been agreed with you, and reporting the findings, which are the factual results of the Agreed-upon procedures performed.

We make no representation regarding the appropriateness of the Agreed-upon procedures. We have applied International Standard on Quality Control (ISQC) 1 ‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements’, as endorsed in the Kingdom of Saudi Arabia and accordingly, we maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Procedures and findings

We performed the following procedures:

1. Obtain a copy of the commercial register and bylaws after the reduction of share capital, compare the new capital as per the Company’s books with the commercial register and bylaws and identify any differences.
2. Obtain and inspecting the accounting journals that the management have recorded to reduce the share capital. Recalculate the figures stated in these journals and identify any differences.
3. Obtain the statement of financial position as at May 31, 2022 and the related statements of profit or loss and other comprehensive income, cash flows and equity for the five-month period then ended, prepared by the management before and after the capital decrease and check the mathematical accuracy of these statements. Identify and report any differences.
4. Obtain the minutes of the Extraordinary General Assembly meeting held on May 15, 2022 and confirm that the minutes evidence that the capital decrease was approved.

Based on the above procedures we found:

• For procedure no. 1, we obtained the Company’s amended commercial register and bylaws after the reduction of capital. Also we compared the new capital as per the books of the Company with the new CR and bylaws no discrepancies noted except for the date of the commercial register which was amended on June 7, 2022, while the Company has reduced its capital in its books on May 31, 2022“Before amending the commercial register”.
• For the procedures 2, 3 and 4, we did not identify any discrepancies.

Our procedures, as stated in our agreement, did not constitute either an audit or review made in accordance with International Standards on Auditing or International Standards on Review Engagements, as endorsed in the Kingdom of Saudi Arabia, the objective of which would be the expression of assurance on the contents of the capital decrease. We do not express such assurance. Had we performed additional procedures or had we performed an audit or review of the capital decrease statements in accordance with International Standards on Auditing or International Standards on Review Engagements, as endorsed in the Kingdom of Saudi Arabia, other matters might have come to our attention that we would have reported to you. This report relates only to the capital decrease and does not extend to any financial statements of the Company taken as a whole.

Our obligations in respect of this report are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have (or may have had) as auditors of the Company or otherwise. Nothing in this report, nor anything said or done in the course of or in connection with the services, will extend any duty of care we may have in our capacity as auditors of any financial statements of the Company.

Restriction on distribution and use

This report is solely for your use in connection with the purpose specified above and as set out in our agreement. No part of this report is to be copied or distributed to any other party except as permitted under the terms of our agreement. We do not accept any liability or responsibility to any third party.