Almarai Co. — M&A Activity 2009

Jul 1, 2009

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (1 / 11)

2280 · 01/07/2009 09:47:18 · Announcement #15756 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (1 / 11)

1.Introduction

The boards of Almarai Company ("Almarai") and Hail Agriculture Development Company ("Hadco") have reached an agreement on the terms by which Almarai proposes to acquire the entire issued share capital of Hadco (the "Transaction") in accordance with the applicable rules and regulations of the Capital Market Authority ("CMA") (including the Regulations) and the Companies Law. Upon completion of the Transaction, Hadco will be a wholly-owned subsidiary of Almarai. Almarai is making this announcement of its firm intention to proceed with the Transaction in accordance with Article 6(f) of the Regulations.

Almarai has been informed by the Hadco Directors that, provided the terms of the Offer Document reflect the terms of the Transaction as set out in this Announcement, they intend to recommend that Hadco Shareholders vote in favour of the proposed resolutions to approve the Transaction at the Hadco EGM. This recommendation, and any views of the Hadco Directors on the Transaction, will be contained in the Hadco Circular (which will be included within the Offer Document) to be prepared in accordance with the Regulations.

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.