ABDULLAH ALOTHAIM MARKETS COMPANY INVITES ITS SHAREHOLDERS FOR AN SECOND EXTRAORDINARY GENERAL ASSEMBLY MEETING WHICH INCLUDES SHARE CAPITAL INCREASE (SECOND MEETING

Due to lack of the required quorum to hold the extraordinary general assembly meeting which was scheduled on 30/06/2012, the board of directors Abdullah AlOthaim Markets Company invites its shareholders who owns 20 shares or more to attend the second extraordinary General Assembly Meeting (second meeting) on Sunday, July 29, 2012 at 10 PM in AlOthaim Training Academy, located in Eastern Ring Road between exits 14 and 15, Riyadh, to consider the following agenda:

1.Approve the Board of Directors Annual Report for the fiscal 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 fiscal year ended December 31, 2011.

4.Approve the contracts and transactions 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 grant permission for the next year.

5.Approve the appointment of the Company auditors proposed by of the Audit Committee to audit the Company financial statements for the fiscal 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 accordingly7.Amend article 37 related to the voting power by adding the statement (cumulative voting applies upon voting on the appointment of the board members).Shareholders can attend the GA meeting personally or by proxy. The proxy shall be neither a board member nor a staff member. The proxies shall be deposited in the company three days before the meeting date at PO Box 41700 Riyadh 11531 or via fax Number 01-4453498.

Shareholders must present their identity cards and the documents that proof ownership of the shares he is representing personally or by proxies.
The quorum for the General assembly (second meeting) is the presence of shareholders representing at least 25% of the share capital of the Company