INVITATION TO ATTEND THE ORDINARY GENERAL MEETING OF MARKA PJSC

The Board of Directors (the “Board”) of Marka PJSC (the “Company”) is pleased to invite you to attend the annual general assembly meeting of the Company to be convened at 5:00 pm on 30/04/2018 in Marka head office located in Dubai Design District, Building 9, 3rd floor, P.O. Box 34771, Dubai, to consider the following agenda:

Agenda:

1- Review and approve the report of the Company’s Board of Directors on the Company’s activities and its financial position for the financial year ended on 31/12/2017.

2- Review and approve the report of the Company’s auditors for the financial year ended on 31/12/2017.

3- Discuss and approve the Company’s balance sheet and its profit and loss statement for the year ended 31/12/2017.

4- Discharge the Company’s board members of the liability for the financial year ended on 31/12/2017.

5- Discharge the Company’s auditors of the liability for the financial year ended on 31/12/2017.

6- Appoint the auditors for financial year 2018 and determine their professional fees.

7- The matters requiring a Special Resolution as follows:

A. Approve the continuity of the Company’s operations according to the requirements of article (302) of the UAE Federal law (2) of 2015 concerning Commercial Companies.

B. Approve a capital reduction through the cancellation of a number of shares in the Company (the “Capital Reduction”) on a pro rata basis to extinguish the accumulated losses of AED 450,121,000 as at the financial year ended on 31 December 2017 and approve the granting to the Board of Directors of the Company of full authority to effectuate the procedure for the Capital Reduction pursuant to the provisions of the Commercial Companies Law and the executive regulations of the Securities and Commodities Authority (“SCA”).

C. Subject to adopting resolution (B) above, approve the proposal of the Board of Directors’ to increase the issued share capital of the Company up to an amount of AED 250,000,000 (the “Capital Increase”) through the issuance of new shares and to approve granting to the Board of Directors of the Company full authority to effectuate the procedure for the Capital Increase and determine the final capital increase amount (“Increase Amount”), the offer price of the new shares and the number of new shares to be issued pursuant to the provisions of Commercial Companies Law and the executive regulations of SCA, as well as, granting the Board of Directors full authority and authorizing it to accept the final amount subscribed to in the Capital Increase by the rights holders without offering the outstanding balance for public subscription.

D. To authorise the Company’s Board of Directors and any person authorised by the Board of Directors to undertake all necessary procedures and steps to allow the Company to complete the Capital Reduction and Capital Increase, including making the required amendments to the Articles of Association of the Company.

Notes

1. A shareholder that has the right to attend the general assembly meeting may delegate any person, other than a Director, by virtue of a special written proxy. The proxy of a number of shareholders shall not hold in this capacity more than 5% of the share capital of the Company. Shareholders, who are minors or legally incapacitated shall be represented by their legal representatives.

2. 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 Company. The delegated person shall have the powers as determined under the delegation resolution.

3. The owner of the shares registered on Sunday the 29th of April 2018 shall be deemed to be the holder of the right to vote at the general meeting.

4. Shareholders may access and review the company›s financial statements through the website of Dubai Financial Market.

5. The general assembly meeting will not be valid if it is not attended by shareholders representing at least (50%) of the Company’s capital.

6. A special resolution is a resolution issued by the majority of the shareholders that own not less than three quarters of the shares represented in the general assembly meeting of the Company.