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Mobile Telecommunications Company Saudi Arabia (Zain) invites its shareholders to attend the extraordinary general assembly meeting for discussion of Decrease in share capital

ZAIN KSA 7030 -10.56% 12.36 -1.46

Board of Directors of Mobile Telecommunications Company Saudi Arabia (Zain) is pleased to invite its shareholders owning 20 shares or more to attend Extraordinary general assembly Meeting to be held in the Media Center of Tadawul, King Fahd St., Taawuniya Towers (Northern Tower), Riyadh on Wednesday on 25-02-2015 corresponding to 06-05-1436 at 16:30 to consider the following agenda:

1. Approval of the Board of directors recommendation to decrease the company capital from SAR 10,801,000,000 to SAR 5,837,291,750 with an decrease by 45.96%, where the number of shares will be decreased from 1,080,100,000 shares to 583,729,175 shares, by reducing 1 shares for every 2.18 shares owned. The principal reason for the proposed capital reduction is to write-off all of the Company accumulated losses up to 30 September 2014 representing approximately 45.96% of the Capital, as part of instituting its turnaround plan and pursuant to a recommendation by the Executive Management of the Company and its External Advisers. The Capital reduction will be carried on by the cancellation of shares to write-off accumulated losses. The capital reduction will not have an effect on the Company obligations. Effective date for proposed reduction in capital is eligible to the shareholders who are registered in the shareholder's register in the Securities Depository Center (Tadawul) at the close of trading on the extraordinary general assembly day.

2. Approve the amendment of article (7) of the Company bylaws to be as follows: (Article 7: The Company capital is (SAR 5,837,291,750) divided into (583,729,175) ordinary equal shares with a nominal value of (SAR 10) per share).

3. Approve the amendment of article (8) of the Company bylaws to be as follows: (Article 8: The shareholders have subscribed in (583,729,175) shares, the value of each share is (SAR 10), for a total value of (SAR 5,837,291,750)).

4. The ratification of the Board of Directors decision appointing Dr. Abdulaziz bin Salem Al Ruwais as Board Member in the Company replacing the resigned member Mr. Abdullah Mohammed Ba Sudan.

The quorum necessary for the meeting to be in session should be attended by the shareholders representing 51% of the company capital. Each shareholder owning 20 or more shall have the right to attend the general assembly meeting whether in person or by proxy, subject to presentation of corroborating evidence or a written power of attorney endorsed by the chamber of commerce authorizing another shareholder, other than the member of the board of directors or employees of the company, to attend the general assembly meeting on their behalf and it should be sent to Mobile Telecommunications Company Saudi Arabia (Zain), P.O. Box 295814 Riyadh, 11351 and delivered to the company prior 3 day of the meeting.

Contact details: Tel: +966592448888 / Fax: +966114612441 / Email: [email protected].

The company hopes that the shareholders attend the meeting at least one hour before the above set time, also the company has enabled electronic voting for its shareholders who wish to use this facility by registering and voting remotely through (Tadawulaty) website by visiting the following link: http://tadawulaty.tadawul.com.sa starting from 9 AM on Sunday, 12-04-1436 corresponding to 01-02-2015, and the electronic voting will continue until 11 AM of the EGM day.

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