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 10 / 11)

2280 · 01/07/2009 09:45:38 · Announcement #15765 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 10 / 11)

APPENDIX 1

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise: (continues)

"Exchange" or "Tadawul"

the Saudi Arabian Stock Exchange established in the Kingdom of Saudi Arabia pursuant to the Saudi Arabian Capital Market Law

"Hadco"

Hail Agriculture Development Company

"Hadco Circular"

the document to be addressed and made available to Hadco Shareholders in relation to the Transaction containing, among other things, the invitation to the Hadco EGM and the voting and proxy forms in respect of the Hadco EGM together with any other document relating to the Transaction where the context so requires (a copy of which will be included within the Offer Document)

"Hadco Directors"

the board of directors of Hadco

"Hadco EGM"

the extraordinary general meeting of Hadco convened for the purpose, inter alia, of approving the Transaction

"Hadco Group"

Hadco, its subsidiaries and subsidiary undertakings

"Hadco Resolutions"the resolutions to be voted on by the Hadco Shareholders at the Hadco EGM to approve the Transaction

"Hadco Shareholders"

holders of Hadco Shares registered on Hadcos share register at the close of trading on Tadawul on the date of the Hadco EGM

"Hadco Shares"

the existing and issued fully paid ordinary shares of SAR10 each in the capital of Hadco

"KSA"

the Kingdom of Saudi Arabia

"Listing Rules"

the listing rules issued by the board of the CMA pursuant to resolution number 3-11-2004 dated 20/8/1425H (corresponding to 4/10/2004G) based on the Capital Market Law and as amended from time to time

"Longstop Date"23:59 hours on the date falling 90 days after the Hadco EGM (provided that such longstop date is not later than 30 November 2009) or such other time or date as the parties may agree in writing

"New Almarai Shares"

6,000,000 new Almarai Shares

"Offer Document"

the document required by Article 26 of the Regulations to be addressed and made available to, among others, Hadco Shareholders in relation to the Transaction (which will include a copy of the Hadco Circular)

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.