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 (continues 3 / 11)

2280 · 01/07/2009 09:46:53 · Announcement #15758 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 3 / 11)

2Terms of the Transaction (continues)

The total consideration payable by Almarai to Hadco Shareholders consists of six million New Almarai Shares and SAR15 million in cash. In the event that Almarai declares and pays a dividend or makes a distribution or issues any further Almarai Shares (by way of a capitalisation issue, rights issue, reduction or any alteration to the rights attached to any part of Almarai's issued share capital) or reorganises its share capital before closing of the Transaction (a "Restructuring"), the consideration payable by Almarai to Hadco Shareholders will be adjusted to the extent necessary to ensure that Hadco Shareholders will receive the same economic value for their Hadco Shares as if the Restructuring had not taken place.

Assuming the Transaction is approved by the Hadco Shareholders at the Hadco EGM, and that the Transaction and the Capital Increase are approved by the Almarai Shareholders at the Almarai EGM and that all the other Conditions are satisfied (or, where appropriate, waived), Hadco Shareholders following the Transaction will hold approximately 5.2 per cent. of the enlarged issued ordinary share capital of Almarai (based on the existing issued ordinary share capital of Almarai and the proposed ordinary share capital of Almarai to be issued to Hadco Shareholders).

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.