Abdullah Al Othaim Markets Co. — Proxy Solicitation & Information Statement 2012

Jul 24, 2012

Reminder Announcement from Abdullah AlOthaim Markets Company to invite its shareholders for the second Extraordinary General Assembly Meeting which includes share capital increase (second meeting(

4001 · 24/07/2012 16:06:16 · Announcement #26799 · View on Saudi Exchange

Reminder Announcement from Abdullah AlOthaim Markets Company to invite its shareholders for the second Extraordinary General Assembly Meeting which includes share capital increase (second meeting(

Abdullah AlOthaim Markets Company is pleased to remind its shareholders who own 20 shares or more to attend the second extraordinary General Assembly Meeting (second meeting) on Sunday, July 29, 2012 at 10 PM in AlOthaim Training Academy, located in Eastern Ring Road between exits 14 and 15, Riyadh, to consider the following agenda:

1.Approve the Board of Directors Annual Report for the fiscal year ended December 31, 2011.

2.Approve the financial statements and the Auditors' report for the financial year ended December 31, 2011.

3.Discharge the members of the Board of Directors for the fiscal year ended December 31, 2011.

4.Approve the contracts and transactions between the company and Al-Othaim Holding Co. and Abdulla Al-Othaim Real Estate Investment & Development Company as they are related parties to the chairman of the board Mr. Abdullah Saleh Al-Othaim and the board member Mr. Fahad Abdullah Al-Othaim and grant permission for the next year.

5.Approve the appointment of the Company auditors proposed by the Audit Committee to audit the Companys financial statements for the fiscal year 2012 and determine their fees

6.Approve the acquisition of 100% of the shares of Abdullah Al-Othaim Real Estate Investment and Development Company and increasing the capital of Abdullah Al-Othaim Markets Company from 22,500,000 shares to 29,753,303 shares, and from SR 225,000,000 to SR 297,533,030 by issuing 7,253,303 shares at SR 97.75 per share amounting to SR 709,010,368, which represents 32.24% of the Companys share capital. The additional shares will be allocated to the selling shareholders of Abdullah Al-Othaim Real Estate Investment and Development Company at the swap rate of one share against 7.4109 shares of Abdullah Al-Othaim Real Estate Investment and Development Company in order to acquire all the issued shares of the target company, and amending articles seven and eight of the Company bylaws accordingly.

7.Amend article 37 related to the voting power by adding the statement (cumulative voting applies upon voting on the appointment of the board members)

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