Arada Sukuk Limited - Launch of Consent

NOT FOR DISTRIBUTION: (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW); OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

16 JUNE 2025

ARADA SUKUK LIMITED ANNOUNCES CONSENT SOLICITATION

to eligible holders of its outstanding U.S.$ 500,000,000 Trust Certificates due 2027(the "Certificates")

ARADA SUKUK LIMITED

(Incorporated as an exempted company with limited liability in the Cayman Islands)

(the "Trustee")

The Trustee invites holders of the Certificates (the "Certificateholders") to consent to certain modifications of the terms and conditions of the Certificates (the "Conditions") and the documents relating to the Certificates pursuant to the proposed Supplemental Declaration of Trust by approving and implementing an extraordinary resolution of the Certificateholders (the "Extraordinary Resolution") by way of Circulating Resolution by Electronic Consent or, where the Extraordinary Resolution has not been approved by Electronic Consent, at a Meeting, for approval of the relevant modifications of the Conditions, all as further described in the consent solicitation memorandum dated 16 June 2025 (the "Consent Solicitation Memorandum" and such invitation in respect of Certificates, the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

Background to the Consent Solicitation

Introduction

Arada Developments LLC ("Arada") seeks to sanction the following modifications to its financial covenants in Condition 5.2 (Financial Covenants) of the Conditions (the "Proposal"):

1. change the ratio of Consolidated Total Net Indebtedness to Total Equity in Condition 5.2(a) from 1.5:1 to 2.0:1 by deleting Condition 5.2(a) in its entirety and replacing it with the following:

"the ratio of Consolidated Total Net Indebtedness (excluding, for this purpose, any indebtedness arising from any financing provided by the Government of Sharjah) at the end of the immediately preceding Measurement Period to Total Equity at the end of such Measurement Period does not exceed a ratio of 2.0:1;"; and

2. change the ratio of Consolidated Total Net Indebtedness to Consolidated EBITDA in Condition 5.2(c) from 3.0:1 to 4.0:1 by deleting Condition 5.2(c) in its entirety and replacing it with the following:

"the ratio of Consolidated Total Net Indebtedness (excluding, for this purpose, any indebtedness arising from any financing provided by the Government of Sharjah) at the end of the immediately preceding Measurement Period to Consolidated EBITDA for such Measurement Period does not exceed a ratio of 4.0:1".

The form of the modifications to each of Condition 5.2(a) and Condition 5.2(c) are set out below:

Arada does not believe that any of the other provisions of Condition 5 (Obligor Covenants) will be affected by the Proposal.

As at the date of the Consent Solicitation Memorandum, Arada is in compliance with each of the existing covenants in the Conditions which is expressed to be applicable to it.

Key Terms and Conditions of the Consent Solicitation

Rationale for the Consent Solicitation

The purpose of the Consent Solicitation is to modify the Conditions and to provide that the Certificateholders acknowledge and approve the Extraordinary Resolution to modify Condition 5.2(a) and Condition 5.2(c).

The Consent Solicitation aims at providing Arada with the flexibility to capitalise on future market opportunities relating to the growth and expansion of its business and helps Arada in managing its capital structure more efficiently, while maintaining a robust credit profile in line within its business plan.

Consent Fee

The deadline for receipt by the Information and Tabulation Agent of valid Electronic Voting Instructions from Eligible Certificateholders wishing to vote in favour of the Extraordinary Resolution and to be eligible to receive an amount equal to U.S.$ 0.75 per U.S.$ 1,000 in aggregate face amount of the relevant Certificates (the "Consent Fee") is 4.00 p.m. (London time) on 27 June 2025 (as the same may be extended, the "Consent Fee Deadline"). In order for any Certificateholder to be eligible to receive the Consent Fee, the relevant Electronic Voting Instruction must be given in favour of the Extraordinary Resolution by the Consent Fee Deadline. If the Extraordinary Resolution is passed, either through the granting of Electronic Consent or at a Meeting, and the satisfaction of the other conditions set out in the Consent Solicitation Memorandum, the Consent Fee will be paid by the Trustee no later than the fifth Business Day following the earlier of: (i) if Electronic Consent has been granted by the Consent Fee Deadline, the Consent Fee Deadline; (ii) if Electronic Consent has been granted by the Expiration Deadline, the Expiration Deadline; and (iii) if Electronic Consent is not granted, subject to the Eligibility Condition being satisfied, the applicable Meeting at which the Extraordinary Resolution is passed (the "Fee Payment Date").

Meeting

The notice convening the Meeting (the "Notice of Circulating Resolution by Electronic Consent and of Meeting") to be held at the offices of Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG, United Kingdom on 9 July 2025 at 10.00 a.m. (London time) has been given to Certificateholders in accordance with the relevant Conditions on the date of the Consent Solicitation Memorandum. The form of the Notice of Circulating Resolution by Electronic Consent and of Meeting in respect of the Certificates is set out in Annex A to the Consent Solicitation Memorandum.

Circulating Resolution by Electronic Consent

A Circulating Resolution by Electronic Consent requires a majority in favour consisting of Eligible Certificateholders holding not less than 75 per cent. in aggregate face amount of the Certificates outstanding. Delivery of an electronic instruction in respect of the Circulating Resolution by Electronic Consent is made upon the valid submission of an Electronic Voting Instruction. If Electronic Consent is granted, the Extraordinary Resolution in respect of the Certificates will take effect at the earlier of, if Electronic Consent has been granted by the Consent Fee Deadline, the Consent Fee Deadline and, if Electronic Consent has been granted by the Expiration Deadline, the Expiration Deadline, as if such Extraordinary Resolution was passed at the relevant Meeting, and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance, (i) the Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted, (ii) the Certificates that are the subject of such Electronic Voting Instructions will be unblocked on the date falling one Business Day following the announcement by the Trustee that Electronic Consent in respect of the Certificates has been granted, and (iii) Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline will be rejected. No Consent Fee will be payable in respect of any Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline.

If Electronic Consent in respect of the Certificates not be granted by the Expiration Deadline, Certificateholders will be notified by way of notice through the Clearing Systems as soon as practicable after the Expiration Deadline as to whether (i) the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 9 July 2025 by the relevant Certificateholders; or (ii) the Consent Solicitation will be terminated and the Meeting cancelled. In such circumstance, if Certificateholders are notified that the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 9 July 2025 then such Meeting may not be cancelled.

General

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of Electronic Voting Instructions, the rights of the Trustee (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Certificateholders are advised to check with any bank, securities broker or other intermediary through which they hold Certificates when such intermediary would require to receive instructions from a Certificateholder in order for that Certificateholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.

Further Information

A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to eligible persons from the Transaction Website (https://projects.sodali.com/arada), subject to registration and eligibility confirmation or upon request from the Information and Tabulation Agent.

Before making a decision with respect to the Proposal, Certificateholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".

Further detail about the Consent Solicitation can be obtained from:

The Information and Tabulation Agent

Sodali & Co Ltd

The Leadenhall Building

122 Leadenhall Street

London

EC3V 4AB

United Kingdom

Email: [email protected]

Distribution Restrictions

This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Trustee, Arada, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.