Abdullah Al Othaim Markets Co. — Proxy Solicitation & Information Statement 2014

Mar 11, 2014

Abdullah Al Othaim Markets Company invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.

4001 · 11/03/2014 16:23:13 · Announcement #33627 · View on Saudi Exchange

Abdullah Al Othaim Markets Company invites its shareholders to attend the extraordinary general assembly meeting for discussion of Increase in share capital.

Abdullah AlOthaim Markets Company is pleased to invite its shareholders who owns 20 shares or more to attend the Extraordinary General Assembly Meeting on Sunday 6th April 2014 at 4:00 PM in AlOthaim Training Academy located in Eastern Ring Road between exits 14 and 15 Riyadh to discuss the following agenda

1.Approve the audited financial statements and the Auditor report for the fiscal year ended December 31, 2013.

2.Approve the Board of Directors Annual Report for the fiscal year ended December 31, 2013.

3.Approve the acquittal of the Board members for the fiscal year ended December 31, 2013.

4.Approve the Board Of Directors Recommendation to the distribution of cash dividends of SR 67.5 Million for the year 2013, at SR3 per share, which represents 30% of the Company capital as per the share par value. eligibility of the cash dividends is limited to the shareholders who are registered in the shareholder register in the Securities Depository Center Tadawul at the close of trading on the abovementioned extraordinary general assembly, the disbursement date for this dividends will be announced after the approval of the Shareholders General Assembly.

5.Approve the contracts and business took place during 2013 between the Company and Al Othaim Holding Company with a total amount of SR 745,050 and Abdullah Al Othaim Real Estate Investment and Development Company with a total amount of SR 48,180,540 as related parties to the Chairman of the Board Mr. Abdullah Saleh AlOthaim and the Board Member Mr. Fahad Abdullah Al-Othaim and give approval for the next year.

6.Approval of its Board of Director Resolution to buy agricultural Lands by Thamarat Al Qassim Company, a subsidiary owned indirectly by 90%, with total area of 1,691,993 sqm located at Al Qassim Province from a related party at SR 6.5 per square meter with a total value of SR10,997,955 according to the valuations conducted by three real estate independent evaluators.

7.Approve the appointment of the Company auditors proposed by the Audit Committee among the nominated firms to audit the Company financial statements and review the interim quarterly financial statements for the fiscal year 2014 and determine their fees.

8.Approve the payment of SR2.508.500 as remuneration to the board members SR 150 thousand for each Board members, and SR170 thousand for the Board Chairman, and SR 3.000 attendance allowance for each meeting as included in Board of Director annual report for the fiscal year ended December 31, 2013.

9.Approve the increase in Company capital from SAR 225 Million to SR 450 Million, with an increase of 100% by offering 1 bonus share for every 1 share owned , which increasing the Company's shares from 22.5 Million shares, to 45 Million shares. The increase will be implemented through capitalization SAR 225 Million from the accounts of statutory and voluntary reserves and retained earnings. The company aimed from capital increase to meet the current and future expansions of the Company branches and enhancing the capital base which assists in achieving better growth rates in the next years. The bonus shares eligibility is limited to the shareholders who are registered in the shareholder register in the Securities Depository Center Tadawul at the close of trading on the abovementioned extraordinary general assembly.

10.Approval of amendment to article 7 of the company Bylaws according to the proposed in capital increase to become as follows:

The Company Capital is determined at SR 450,000,000 four hundred fifty Millions divided into 45,000,000 Shares forty five millions shares having an equal nominal value of SR 10 all of which are ordinary shares represented in the paid up capital.

11.Approval of Amendment to Article 35 of the Company bylaws to become as follows

Quorum of the Ordinary General Meeting shall not be considered valid unless attended by shareholders representing at least 50% of the company share capital. If such quorum is not present at the first meeting, a call for a second meeting within next 30 days in the manner provided in Article 33 of the Company bylaws. The second meeting shall be deemed valid regardless of the numbers of shareholders represented in the meeting.

12.Approve the amendment to Article (36) of the Company bylaws to become as follows:

Quorum of the Extraordinary General Meeting shall not be considered valid unless attended by shareholders representing at least 50% of the company share capital. If such quorum is not present at the first meeting, a call for a second meeting in the manner provided in the previous article. The second meeting shall be deemed valid if attended by shareholders representing at least 25% of the share capital.

Each Shareholder has the right to appoint another shareholder to attend the meeting on behalf of himself According the proxy form specified by the Ministry of Commerce and industry, provided that the proxy is neither board members, company employee nor permanently assigned to perform technical or administrative work for its own account. The proxy or the power of attorney must be endorsed by the Chamber of Commerce or any local bank and should be sent to the Company head office in Riyadh at least three days before the date of the said meeting to company address Abdullah Al Othaim Markets Company, P.O. Box 41700 Riyadh 11531, Fax 011 4933264 and the shareholders who attend the meeting in person or by proxy should prove their identity or commercial register for companies and proof of shares ownership at least half an hour before the meeting. The legal quorum for the EGM will be the presence of shareholders representing at least 51% of the company capital.

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.