Al Mal Capital PSC, in its capacity as the Fund Manager of Al Mal Capital REIT (“AMCREIT” or the “REIT”) is pleased to invite all unitholders to attend the General Assembly meeting of AMCREIT to be held on Thursday the 25th of September 2025 at 1:00 PM, at Al Mal Capital PSC head office in office number 901, 48 Burj Gate, Downtown Dubai, Sheikh Zayed Road, Dubai, United Arab Emirates, in person to consider the following agenda:
Agenda:
The Fund Manager is in the process of availing an Islamic banking facility to refinance an existing Islamic banking facility for a total amount of AED 227 million for one of AMCREIT’s portfolio assets, Kent College – Dubai (under Carnation Education LLC). The proposed Islamic banking facility is a club facility from two banks equally – Ajman Bank PJSC (AED 113.5 million) and National Bank of Rask Al Khaimah PJSC (RAK Bank) (AED 113.5 million). The REIT is required to obtain approval from its unitholders upon availing any banking facility with a Related Party. RAK Bank is deemed as a Related Party since it is an existing unitholder of AMCREIT. Therefore, ordinary approval of the AGM is required on the following:
i. Obtaining Islamic banking facility from RAK Bank for approximately AED 114 million for the purpose of refinancing the existing Islamic loan facility.
ii. Obtaining any hedging facilities from RAK Bank PJSC.
The Fund Manager seeks to obtain Islamic banking facilities amounting to approximately AED 170 million to finance a portion of the acquisition price of a healthcare asset in the Emirate of Dubai. The Fund is diligently working with a local bank to complete the financing transaction; however, given the time sensitive nature of the acquisition, in the event that the Fund Manager is unable to complete the Islamic financing transaction with the lending bank within the timeframe, the Fund hereby requests the approval of its General Assembly, by way of an Ordinary Resolution, to obtain the financing of AED 170 million from Dubai Investments PJSC on an interim basis until the bank financing is secured. Upon obtaining the requisite funding from the financing bank, the Fund shall repay Dubai Investments PJSC in full. The financing will be on an arm’s length basis with Dubai Investments and will be documented through a written agreement containing the terms and conditions of the interim financing. The request for an Ordinary Resolution is made given that Dubai Investments PJSC is considered a related party to the Fund.
To discuss any other matters concerning the REIT.
Notes:
a. Electronic registration, attendance and e-voting:
• SMS will be sent by Dubai Financial Market containing link of the registration, attendance, e-voting and access code will be sent to unitholders before the AGM on Wednesday the 24th of September 2025.
• Unitholders will be able to register (registration for attendance) and vote, upon receiving the link and until the commencement of the AGM on Thursday the 25th of September 2025, and the voting will continue until end of the AGM.
• e-voting will only be extended for unitholders registered before the AGM commencement until the end of the AGM.
• Unitholders can attend online live streaming of the AGM through the link sent, to express their questions and enquiries.
• Proxy holders must send a copy of the proxies to the following email address reit@almalcapital.com along with name/mobile number to receive a SMS for registration.
•For any queries related to electronic registration, attendance and e-voting, please contact Dubai Financial Market, Customer Services at +971 4 305 5555
b. The General Assembly Meeting shall be held on the day and hour specified in the invitation to unitholders, in the presence of the Fund Manager, REIT Investment and Oversight Committee, the Auditor, the Registrar, the meeting Reporter and the Teller of the votes. The unitholders can attend electronically in accordance with the instructions set forth in note (a) above.
c. A unitholder that has the right to attend the General Assembly Meeting may delegate any person, by virtue of a special written proxy. The proxy of a number of unitholders shall not hold in this capacity more than 5% of the share capital of the REIT. Unitholders, who are minors or legally incapacitated shall be represented by their legal representatives.
d. The conditions set forth in paragraphs (a) and (b) of Article (40) of the Authority Chairman Decision No. (3/ Chairman) must be met, such that the signature of the unitholder indicated in the proxy mentioned in the previous note must be the signature approved by the Notary Public, or the commercial chamber of economic department in the United Arab Emirates, or a bank or company licensed in the United Arab Emirates provided that the proxy shall have an account with any of them, or any other entity licensed to perform attestation works.
e. A corporate person may delegate one of its representatives or those in charge of its management under a resolution passed by its Board of Directors or any similar entity to represent such corporate person in any General Meeting of the REIT. The delegated person shall have the powers as determined under the delegation resolution.
f. The registered owner of units as on Monday the 22nd of September 2025 would only be entitled to vote in the General Assembly and register on the electronic system.
g. The owner of the units registered on Monday the 22nd of September 2025 shall be deemed to be the holder of the right to vote at the general meeting.
h. The General Assembly Meeting will not be valid if not attended by the quorum (50% of the REIT’s capital), if this quorum is not available at the first meeting, the second meeting shall be held on Thursday the 9th of October 2025 at 1 PM and the postponed meeting shall be considered valid regardless of the number of attendees.
i. If the quorum of the General Assembly is not satisfied in the first round, the proxies / power of attorneys issued to attend the first meeting shall be valid and effective for any subsequent meetings unless expressly cancelled by the relevant unitholder by a written notice addressed to reit@almalcapital.com.
j. A special resolution is a resolution issued by the majority of unitholders that own not less than three quarters of shares represented in the General Assembly Meeting of the REIT.
k. The unitholder may view the REIT’s financial statements and any documents related to the General Assembly by visiting the DFM website at www.dfm.ae or by visiting the REIT website at www.almalcapitalreit.com.