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AL-MAZAYA HOLDING COMPANY - K.S.C. (PUBLIC)
AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
(All amounts are in Kuwaiti Dinars)

Based on the approval of the Capital Markets Authority on the merger contract and the capital increase, the
Shareholders’ Extraordinary General Assembly of the Parent Company, held on January 4, 2024, had ratified the
following items:

- Approving the merger contract through amalgamation between Al Mazaya Holding Company K.S.C.P. and First
Dubai Real Estate Development Company K.S.C.P. 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,
and to ratify all its annexes including the independent Investment Consultant report, the Assets Valuation report
prepared by the independent asset valuer, and the Share Swap Rate of (0.497 shares) of Al Mazaya Holding
Company K.S.C.P shares in exchange for (1) share of First Dubai Real Estate Development Company K.S.C.P.
after obtaining all required approvals from the relevant regulatory authorities.
- Approving the merger through amalgamation between Al Mazaya Holding Company K.S.C.P and First Dubai Real
Estate Development Company K.S.C.P through the dissolution of First Dubai Real Estate Development Company
K.S.C.P. and transferring its entire financial records including assets and liabilities through amalgamation to Al
Mazaya Holding Company K.S.C.P., and to terminate the legal personality of First Dubai Real Estate Development
Company K.S.C.P. after completing the merger procedures along with cancelling its license and removal from the
Department of Joint Stock Companies’ Registry at the Ministry of Commerce and Industry, all of which shall be
after completing all approvals of the relevant regulatory authorities.
- Approving to continue the shares trading of Al Mazaya Holding Company K.S.C.P in Boursa Kuwait and the Dubai
Financial Market after the merger process.
- Approving the capital increase of Al Mazaya Holding Company K.S.C.P. from KD 48,474,817 to KD 52,556,117
distributed over 525,561,174 ordinary shares through in-kind increase amounting to KD 4,081,300, equivalent to
an increase of approximately 8.4% of the company’s total authorized, issued and paid up capital by issuing
40,813,008 new ordinary shares with a par value of 100 fils per share without share premium, along with the waiver
of priority rights for the current shareholders of Al Mazaya Holding Company K.S.C.P. (the merging company) in
subscribing to that capital increase, provided that the entire shares related to the capital increase will be allocated
to the shareholders of First Dubai Real Estate Development Company K.S.C.P. (the merged company) – apart
from the shares owned by Al Mazaya Holding Company K.S.C.P in First Dubai Real Estate Development Company
K.S.C..P. - which are registered in First Dubai Real Estate Development Company K.S.C.P. shareholders registry
as on the record date, with a Share Swap Rate of (0.497 shares) of Al Mazaya Holding Company K.S.C.P. (Holding)
in exchange for (1) share of First Dubai Real Estate Development Company K.S.C.P., in addition to approving the
timetable and dates related to the entitlement of shares to execute the capital increase resolution and authorizing
the Board of Directors and / or Executive Management to amend that timetable for shares’ entitlements as
necessary, and to take the necessary actions with regards to shares fractions.
- Approving the amendment of Article (5) of the Memorandum of Incorporation and Article (6) of the Articles of
Association regarding the increase of the company’s capital as a result of the merger.

Both parties are currently in process of completing the remaining merger procedures in accordance with the relevant
legal and regulatory requirements and framework.

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