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Sadara Basic Services Company announces the results of the Certificateholders Special Meeting

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Introduction With reference to the announcements issued by Sadara Basic Services Company, a Saudi closed joint stock company (the Company) as the issuer of certificates listed on the Saudi Stock Exchange (Tadawul) in the value of SAR 7,500,000,000 (Certificates) in relation to the proposed restructuring of debt of Sadara Chemical Company and the invitation to the Certificateholders for a Certificateholders Special Meeting (the Meeting) the Company announces the results of the Meeting:
City and Location of the General Assembly's Meeting Riyadh, at the Four Seasons Hotel and virtually.
Date of the General Assembly's Meeting 2021-01-26 Corresponding to 1442-06-13
Time of the General Assembly's Meeting 12:00
Percentage of Attending Shareholders 100%
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees N/A
Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf N/A
Voting Results on the Items of the General Assembly's Meeting Agenda's The results of the vote at the Meeting were as follows:

The resolutions at the Meeting received the approval 100% of attending Certificateholders.

The approved resolutions as follow: 1. subject to item 3 below, the Company, Sadara Chemical Company (Sadara), the Intercreditor Agent, the Issuer Security Agents and the Certificateholders’ Agent executing and entering into any amendments to, or agreeing any waivers or consents under or in connection with, all existing finance and security documents and the transactions contemplated thereby (together with the execution of any other document, instrument or agreement related thereto, including any fee letters, the Finance Document Amendment Documentation) and the Request Letter (as defined below), and performing any and all such other acts, in each case as may be necessary or desirable to give effect to the Restructuring and the Project Document Restructuring (as each term is defined in the request letter issued by Sadara to the Intercreditor Agent dated 18 November 2020G (the Request Letter)) on terms consistent with the restructuring term sheet dated 17 November 2020G (the Restructuring Term Sheet) attached as Schedule 1 to the Request Letter, with any such changes as may be required or desirable provided that such changes are certified in accordance with paragraph 2 below by Sadara and the Company (collectively, the Approved Items);

2. the Approved Items, provided the following process has been adhered to (the Approval Process):

(i) the Finance Document Amendment Documentation having been finalized (as certified conclusively by Sadara and the Company pursuant to paragraph (ii) below) in accordance with the Restructuring Term Sheet, the RTS Amendment Items and any other incidental changes which are not prejudicial to the interests of Certificateholders compared with the position set forth in the Restructuring Term Sheet;

(ii) the Certificateholders’ Agent having received a certificate (the Sadara and Company Certificate) from two directors (or authorised signatories) of each of Sadara and the Company attaching the final forms of the Finance Document Amendment Documentation (the Final Form Documentation) and certifying that:

(i) the Final Form Documentation is on terms consistent with the Restructuring Term Sheet; and

(ii) any deviation in the Final Form Documentation from the Restructuring Term Sheet is EITHER:

1. contemplated by the RTS Amendment Items and is not materially prejudicial to the interests of Certificateholders compared with the position set forth in the Restructuring Term Sheet; or

2. incidental to the amendments contemplated by the Restructuring Term Sheet and not prejudicial to the interests of the Certificateholders compared with the position set forth in the Restructuring Term Sheet;

(iii) the Final Form Documentation, as attached to the Sadara and Company Certificate, having been circulated to the Certificateholders’ Agent for the purpose of sharing the same with the Certificateholders in accordance with paragraph (iv) below; and

(iv) the Certificateholders’ Agent executing and entering into, and the Certificateholders’ Agent is instructed by this Extraordinary Resolution to execute and enter into, without further enquiry, the Final Form Documentation after the expiry of 5 business days following the date on which the Certificateholders’ Agent has circulated the Final Form Documentation to the Certificateholders (such period, the No Objection Period), provided that the Certificateholders’ Agent shall not execute the Final Form Documentation if any Certificateholder raises an objection (a Certificateholder Objection) to the Certificateholders’ Agent regarding the Final Form Documentation during the No Objection Period. In the event that a Certificateholder Objection is raised during the No Objection Period, the Certificateholders’ Agent will, and is instructed by this Extraordinary Resolution to, execute and enter into the Final Form Documentation on the earlier to occur of:

a. the first date on which the No Objection Period has expired and the relevant Certificateholder has notified the Certificateholders’ Agent that it has withdrawn any Certificateholder Objection; or

b. the date that falls 5 business days after the date on which the Final Form Documentation (as amended and/or modified to address any Certificateholder Objection(s)) has been recirculated to the Certificateholders (such 5 business day period, the Additional No Objection Period) and either (x) no further Certificateholder Objection has been raised by a Certificateholder during such Additional No Objection Period or (y) any Certificateholder Objection raised during the Additional No Objection Period has been withdrawn by the relevant Certificateholder as notified to the Certificateholders’ Agent by the relevant Certificateholder,

provided that:

1. if any Certificateholder raises an additional Certificateholder Objection during the No Objection Period or any Additional No Objection Period which is not withdrawn, the process described in paragraphs (a) and (b) above shall be repeated until all Certificateholder Objections have either been addressed or withdrawn; and 2. the Certificateholders’ Agent shall not be required to verify if the certifications in the Sadara and Company Certificate are correct and will be solely relying on the Sadara and Company Certificate. 1. the Company, the Intercreditor Agent, the Certificateholders’ Agent and the Issuer Security Agents executing and entering into an amendment to the Declaration of Agency such that, upon effectiveness of the Final Form Documentation, Schedule 2 to the Declaration of Agency shall be substantially in the form set out in Schedule 2 to the Meeting notice (including agreeing to consequential amendments as may be required and determined in accordance with paragraph 1 above in relation thereto).

Therefore, the resolution has been Passed as an Extraordinary resolution of the Certificateholders.

Additional Information The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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