ABDULLAH AL-OTHAIM MARKETS COMPANY CALLS ITS SHAREHOLDERS FOR AN EXTRA-ORDINARY GENERAL MEETING WHICH INCLUDES SHARE CAPITAL INCREASE

Abdullah Al-Othaim Markets Company is pleased to invite its shareholders who owns 20 shares or more to attend the second extra-ordinary General Meeting of the shareholders on Saturday, June 30, 2012 at 4 PM in Othaim Academy in Riyadh, to consider the following agenda:

1-Approve the Board of Directors Report for the financial year ended December 31, 2011.

2-Approve the financial statements and the Auditors' report for the financial year ended December 31, 2011.

3-Discharge the members of the Board of Directors for the financial year ended December 31, 2011.

4-Approve the contracts and business between the company and Al-Othaim Holding Co. and Abdulla Al-Othaim Real Estate Investment & Development Company as related parties to the Chairman of the Board Mr. Abdullah Saleh Al-Othaim and the Board Member Mr. Fahad Abdullah Al-Othaim and give permission for the next year.

5-Approve the appointment of the Company auditors from among the candidates of the Audit Committee to audit the Company financial statements for the financial year 2012 and determine the their fees.

6-Approve the acquisition of 100% of the shares of Abdullah Al-Othaim Real Estate Investment and Development Company and increasing the capital of Abdullah Al-Othaim Markets Companys from SR 22,500,000 to SR 29,753,303 by issuing 7,253,303 shares at SR 97.75 per share amounting to SR 709,010,368, which represents 32.24% of the company share capital. The additional shares will be allocated to the selling shareholders of Abdullah Al-Othaim Real Estate Investment and Development Company at the swap rate of one share against 7.4109 shares of Abdullah Al-Othaim Real Estate Investment and Development Company in order to acquire all the issued shares of the target company.

In addition to amend articles seven and eight of the Company bylaws accordingly.

7. Amend article 37 related to the voting power by adding the statement (cumulative voting applies upon voting on the appointment of the board members)

Every shareholder holding 20 shares or more of the Company shall be entitled to attend the Extra-ordinary General Meeting, personally or by proxy. The proxy shall not be a member of the Board of Directors, a staff member. The proxy shall be deposited in the company three days before the meeting date to P.O.Box 41700 Riyadh 11531. Attending shareholders on their behalf or by proxy shall present their IDs or the proof of shares ownership.
The quorum for the meeting is the presence of shareholders representing at least 51% of the capital