Page 13 - Q3 2024 EN

AL MAZAYA HOLDING COMPANY K.S.C.P. AND ITS SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
SEPTEMBER 30, 2024
(All amounts are in Kuwaiti Dinars)

3. Business combination
During the year ended December 31, 2023, an agreement was concluded between Al Mazaya Holding Company -
K.S.C.P. (Parent Company) and First Dubai Real Estate Development Company - K.S.C.P. (Subsidiary at that time) to
enter into a Merger by Amalgamation, where Al Mazaya Holding Company - K.S.C.P. will be the “Merging” company
and First Dubai Real Estate Development Company - K.S.C.P. will be the “Merged” company. The merger contract has
been approved by the Capital Markets Authority on September 24, 2023. Also, the Capital Markets Authority had
approved the increase of Al Mazaya Holding Company’s capital from KD 48,474,817 to KD 52,556,117 via an in-kind
increase amounting to KD 4,081,300 by issuing 40,813,008 new ordinary shares at 100 fils par value per share and
without share premium. Those shares shall be assigned to the non-controlling shareholders of First Dubai Real Estate
Development Company according to a “Share Swap Rate” of (0.497 shares) of Al Mazaya Holding Company in
exchange for (1) share of First Dubai Real Estate Development Company.

During the period ended September 30, 2024, the Parent Company’s Shareholders’ Extraordinary General Assembly,
held on January 4, 2024, approved the merger contract as well as the merger through amalgamation between Al Mazaya
Holding Company and First Dubai Real Estate Development Company, after completing all approvals of the relevant
regulatory authorities. That was notarized in the commercial registry No. 75203 dated February 27, 2024 (Note 15) Also,
it approved the capital increase of Al Mazaya Holding Company from KD 48,474,817 to KD 52,556,117 distributed over
525,561,174 ordinary shares via an in-kind increase amounting to KD 4,081,300, distributed over 40,813,008 shares
(Notes 9 and 15) which are assigned to the non-controlling Shareholders of First Dubai Real Estate Development
Company that are registered in shareholders’ registry of First Dubai Real Estate Development Company as on the
record date. It also approved the amendment of the Company’s Memorandum of Incorporation and Articles of
Association regarding the increase of the Company’s capital as a result of the merger.

On March 20, 2024, the “Share Swap” transaction was executed, where Al Mazaya Holding Company issued 40,813,008
shares in exchange for 82,118,729 shares of First Dubai Real Estate Development Company’s shares owned by the
non-controlling interest other than the Parent Company according to a “Share Swap Rate” of (0.497 shares) of Al Mazaya
Holding Company in exchange for (1) share of First Dubai Real Estate Development Company. This had resulted in
cancelling the Shareholders’ registry of First Dubai Real Estate Development Company with Kuwait Clearing Company
and increasing the Parent Company’s capital by an amount of KD 4,081,300. The difference between the capital
increase and the non-controlling interests acquired in addition to the amounts transferred from other reserves and foreign
currency translation adjustments related to First Dubai Real Estate Development Company had amounted to KD
10,293,301 was recorded in the retained earnings.

The details of the assets and liabilities that were merged in the Parent Company according to the audited financial
statements and before the required adjustments on the group level were as follows:

10