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Jabal Omar Development Company invites its shareholders to attend the extraordinary general assembly meeting (first meeting), which includes the increase of its share capital, remotely through modern technology

Introduction
The Board of Directors of Jabal Omar Development Company are pleased to invite the shareholders to attend the Extraordinary General Assembly’s meeting of the company, which will be conducted virtually via Tadawulaty Platform.
City and Location of the Extraordinary General Assembly’s Meeting
Makkah – the company’s headquarters- by Means of Modern Technology
URL for the Meeting Location
http://www.tadawulaty.com.sa/
Date of the Extraordinary General Assembly’s Meeting
2022-08-25 Corresponding to 1444-01-27
Time of the Extraordinary General Assembly’s Meeting
19:30
Attendance Eligibility
ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations
Quorum for Convening the General Assembly’s Meeting
The EGM shall be valid only if attended by shareholders representing at least half of the Company’s share capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by a number of shareholders representing at least one quarter of the Company’s share capital.
Meeting Agenda
1- Voting on the board of directors recommendation to increase the Company’s share capital from nine billion two hundred ninety-four million (9,294,000,000) Saudi Riyals to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty (11,545,341,620) Saudi Riyals and as a result increasing the total issued shares from nine hundred twenty-nine million four hundred thousand shares (929,400,000) to one billion one hundred fifty-four million five hundred thirty-four thousand one hundred sixty two (1,154,534,162), which represents an increase of 24.22% in the Company’s current share capital, for the purpose of converting the entire debt owned by the Company towards Alinma Makkah Real Estate Fund (the “Fund”) by issuing (0.442) new share in the Company to the Fund unitholders for each unit they own in the Fund (the “Transaction”) in accordance with Article (138)(b) of the Companies Law, Article (56) of the Rules on the Offer of Securities and Continuing Obligations, and pursuant to the terms and conditions of the transaction agreement entered into between the Company and the Fund manager (on behalf of the Fund) dated 1/9/1443H (corresponding to 2/4/2022G) (“Transaction Agreement”) as well as to vote on other matters related to the Transaction, as per the following:
a. voting on the terms of the Transaction Agreement;

b. voting on the proposed amendments to the Company’s bylaws related to the Transaction in the form attached; and

c. voting on the authorization of the current board of directors of the Company, or any person so authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

d. voting on the Board of Directors’ decision to appoint Mr. Mazen Fawaz Baghdadi as an )independent( member of the Board of Directors in the new position, starting from the date of the assembly’s approval until the end of the current session on 29/6/2024, and this appointment is considered as part of the conditions for concluding the deal. CV attached)

2- Voting on the business and contracts concluded between the company and Alinma Makkah Real Estate Fund in which a number of Directors have an interest in the Transaction namely Dr. Abdulraouf Mohammed Mannaa (in his capacity as the vice chairman of Sulaiman Al Rajhi Holding Company, which owns units in the Fund), Dr. Ahmad Othman AlQasabi (due to his direct ownership of units in the Fund), Mr. Hesham Abdulaziz AlZaid (in his capacity as a representative of the General Authority for Awqaf, which owns units in the Fund), Mr. Abdulaziz Sulaiman AlRajhi (in his capacity as a board member and a senior executive in Sulaiman Al Rajhi Holding Company, which owns units in the Fund), Mr. Mohanned Saud AlRasheed (due to his direct ownership of units in the Fund), and Mr. Mohammed Sultan AbuMelha (in his capacity as a representative of the General Organization for Social Insurance, which owns units in the Fund), the nature of the transaction is increase the Company’s share capital from nine billion two hundred ninety-four million (9,294,000,000) Saudi Riyals to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty (11,545,341,620) Saudi Riyals and as a result increasing the total issued shares from nine hundred twenty-nine million four hundred thousand shares (929,400,000) to one billion one hundred fifty-four million five hundred thirty-four thousand one hundred sixty two (1,154,534,162), which represents an increase of 24.22% in the Company’s current share capital, for the purpose of converting the entire debt owned by the Company towards Alinma Makkah Real Estate Fund (the “Fund”) by issuing (0.442) new share in the Company to the Fund unitholders for each unit they own in the Fund, note that approval of this item is conditional upon approval of item (1) above.

Proxy Form
Attachment
E-Vote
The voting on the agenda items of the EGM will be solely electronically through Tadawulaty, which will start on Sunday, 23-1-1444 Corresponding to 21-8-2022, 10:00 A.M. and ends at the closure of the General Assembly Meeting. Registration and voting shall be available free of charge in Tadawulaty services for all shareholders by using the following link:
https://www.tadawulaty.com.sa

Eligibility for Attendance Registration and Voting
Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes
Method of Communication
For any inquiries, please call 0125478888 Ex: 3201
Email: share-holder@jodc.com.sa

Additional Information
It should be noted that the above item (1) of EGM agenda constitute part of the Transaction conditions, which if not approved by the requisite majority the Transaction will not take place. For further information about the Transaction and its terms and conditions as well as other matters related to it including the relevant risks and stages and procedures for completion of the Transaction, please refer to the Shareholders’ Circular (“Circular”) which shall be published separately. The board of directors emphasizes the importance for all shareholders to read the Circular in full and to consider it carefully prior to making a decision on the meeting agenda item set out above.
Attachment
Documents

Other Disclosures

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