Almarai Co. — Proxy Solicitation & Information Statement 2009

Oct 6, 2009

Almarai invites its shareholders to the Extraordinary General Meeting (Reminder)

2280 · 06/10/2009 08:52:42 · Announcement #16241 · View on Saudi Exchange

Almarai invites its shareholders to the Extraordinary General Meeting (Reminder)

The Board of Directors of Almarai Company, a Saudi Joint Stock Company is pleased to invite its shareholders to the Extraordinary General Meeting to be held in the Riyadh Holiday Inn Al Izdehar Hotel- Al Lula'ah Hall on 07/10/2009 at 6:00 PM to consider the following agenda:

1) To approve the acquisition of 100% of the shares of Hail Agriculture Development Company HADCO by the Company. Whereas for every five HADCO shares held on new Almarai share, and for every one HADCO share held a cash payment of SAR 0.50.

2) To approve the increase of the Company capital from SAR 1,090,000,000 (1,090 million) to SAR 1,150,000,000 (1,150 Million) by issuing six million (6,000,000) ordinary share of nominal value of SAR 10 per share, such increase represents 5.50% of the company capital which shall be distributed to HADCO shareholders (for every five HADCO share held on new Almarai share) as part of the consideration provided by the Company to acquire the entire capital issued shares of HADCO. The issuance and distribution of the shares shall be upon a prior approval of the requisite majority of the shareholders participating in the Extraordinary General Meeting of HADCO on the company acquiring of the entire capital shares of HADCO.

3) To amend Article 6 of the Company Bylaws to be as follows The share capital of the Company shall be one billion one hundred fifty million Saudi Riyals (SAR 1,150,000,000), divided into one hundred fifteen million (115,000,000) of nominal value of SAR 10 per share.

4) To ratify all works and approve all documents, agreements, applications and announcements entered into, signed or submitted by the Board of Directors with respect to the Acquisition Agreement.

5) To authorize the Chairman of the Board of Directors to carry out or directs all additional works including execution of any documents or other notifications necessary of required for implementing the Acquisition Agreement. The Chairman shall have the right to delegate all or some of powers and authorities conferred to him to one or more of the Board of Directors or third parties.

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.