KINGDOM OF SAUDI ARABIA

Capital Market Authority

RULES ON THE OFFER OF SECURITIES AND

CONTINUING OBLIGATIONS

Issued by the Board of the Capital Market Authority

Pursuant to its Resolution Number 3-123-2017
Dated 9/4/1439H Corresponding to 27/12/2017G
Based on the Capital Market Law
issued by Royal Decree No. M/30 dated 2/6/1424H

Amended by Resolution of the Board

of the Capital Market Authority Number 3-114-2024
Dated 4/4/1446H corresponding to 7/10/2024G

Note: The official text is in Arabic. This document is an unofficial translation and
is provided for information purposes only

Important Notice:
The current version of these Rules, as may be amended, can be found at the CMA
website: www.cma.org.sa

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 TABLE OF CONTENTS
Part 1: General Provisions

Article 1: Scope and application

Article 2: Preliminary Provisions

Article 3: Types of offers of securities

Article 4: Liability for incorrect or incomplete documents

Part 2: Exempt Offers

Article 5: Scope and application

Article 6: Exempt offers

Part 3: Private Placement Offer

Article 7: Scope and application

Article 8: Types of private placement offer

Article 9: Limited Offers

Article 10: Private placement requirements

Article 11: Responsibilities and obligations of Capital Market Institutions

Article 12: Information to investors and private placement advertisements

Article 13: No continuing obligations

Article 14: Secondary market activity

Part 4: Public Offer

Chapter 1: General Provisions

Article 15: Application of the provisions on public offers

Article 16: Requirement to comply with the Listing Rules

Article 17: Required approvals

Article 18: Appointment of representatives of the issuer

Article 19: Fees

Chapter 2: Conditions and Requirements for a Public Offer (except for debt instruments)

Article 20: Appointment of advisors

Article 21: Requirements and obligations of the financial advisor

Article 22: Requirements and obligations of the legal advisor

Article 23: Conditions for a public offer of shares

Article 24: Underwriting

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Article 25: Requirement to submit an application for registration and offer to the Authority

Article 26: Supporting documents

Article 27: The Prospectus

Article 28: Issuances not requiring a prospectus

Article 29: Supplementary prospectus and supplementary circular

Article 30: Authority powers in relation to the application for registration and offer

Article 31: Publication of prospectus, shareholders circular and formal notices

Article 32: Dissemination of information

Article 33: Application to employee share schemes

Article 34: Dormant applications

Chapter 3: Conditions and Requirements for a Public Offer of Debt Instruments

Article 35: Scope and application

Article 36: Appointment of advisors

Article 37: Requirements and obligations of the financial advisor

Article 38: Requirements and obligations of the legal advisor

Article 39: Representative of the holders of the debt instruments

Article 40: Conditions and requirements for a public offer of debt instruments

Article 41: Publication of prospectus and formal notices

Article 42: Dissemination of information

Article 43: Dormant applications

Part 5: Financing Transactions for Special Purposes Entity

Chapter 1: New Financing Transactions For Special Purposes Entity

Article 44: Scope and Application

Article 45: Approval of new financing transactions by the Authority

Chapter 2: Financing Transactions Conditions for Special Purposes Entity

Article 46: Scope and Application

Article 47: Appointment of a custodian

Article 48: Investor protection

Article 49: Use of proceeds

Article 50: Payments and bank accounts

Article 51: Investments

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Article 52: Enforceability

Article 53: Multiple financing transactions

Chapter 3: Investors Protection

Article 54: Investors protection

Part 6: Capital Alteration

Chapter 1: Capital Increase for Issuers of Listed Shares

Article 55: Scope and application

Article 56: Application submission for capital increase of issuer of listed securities and supporting
documents

Article 57: Conditions and requirements applicable to a rights issue or capital increase with the
suspension of preemptive rights

Article 58: Conditions and requirements applicable to a capitalisation issue

Article 59: Conditions and requirements applicable to capital increase by debt conversion

Article 60: Conditions and requirements applicable to a capital increase to acquire a company or
purchase an asset

Chapter 2: Capital Reduction for Issuers of Listed Shares

Article 61: Conditions and requirements applicable to a capital reduction

Part 7: Continuing Obligations

Chapter 1: Disclosures

Article 62: Scope and application

Article 63: Complete, clear, accurate and not misleading disclosures

Article 64: Obligation to disclose material developments

Article 65: Disclosure of specific events

Article 66: Disclosure of financial information

Article 67: Board of directors' report

Article 68: Duties of directors and senior executives

Article 69: Provision of documents to the Authority

Chapter 2: Restrictions on Dealings

Article 70: Dealings by substantial holders of shares and convertible debt instruments

Article 71: Dealings of directors and senior executives

Article 72: Restrictions on shares

Chapter 3: Restrictions on Offering Convertible Debt Instruments Outside the Kingdom

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Article 73: Restrictions on Offering Convertible Debt Instruments Outside the Kingdom

Part 8: Offer or Regestration in the Parallel Market

Article 74: Scope and application

Article 75: Appointment of representative of the issuer

Article 76: Appointment of advisers

Article 77: Approval of the Issuer

Article 78: Conditions for an issuer

Article 79: Requirement to submit the application to the Authority

Article 80: Dormant applications

Article 81: The Prospectus and the Registration Document

Article 82: Issuances not requiring Prospectus or Shareholders' Circular

Article 83: Supplementary Prospectus, supplementary Shareholders’ Circular or Supplementary

Registration Document

Article 84: Authority powers in relation to the application

Article 85: Publication of Prospectus, Shareholders’ Circular, Registration Document and formal
notices

Article 86: Dissemination of information

Article 87: Application submission for capital increase of issuers of shares listed in the Parallel Market

Article 88: Conditions and requirements applicable to a rights issue or capital increase with the
suspension of preemptive rights

Article 89: Conditions related to a capitalisation issue

Article 90: Conditions related to increasing the capital by debt conversion

Article 91: Conditions related to capital increase for acquiring a company or purchasing an asset

Article 92: Capital reduction for issuers of shares listed on the Parallel Market

Article 93: Continuing obligations

Article 94: Fees for the Parallel Market

Part 9: Provisions Related to Reverse Takeover

Article 95: Scope of Application

Article 96: Announcement and Conditions of a Reverse Takeover

Article 97: Potential Suspension of Trading when Announcing a Reverse Takeover

Part 10: Demerger

Article 98: Scope and application

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Article 99: Conditions Relating to the Listed Company

Article 100: Circular to Shareholders

Article 101: Requiremetns for Registration, Offering and Listing of shares of the Demerged Entity

Part 11: Significant Transactions

Article 102: Scope and application

Article 103: General Provisons

Article 104: Conditions Relating to the Listed Company

Article 105: Applying Class tests and Calculating Percentage Ratios

Article 106: Aggregation of Transactions

Article 107: Shareholders' Approval

Article 108: Specialised Committee and Independent Financial Advisor

Article 109: Circular to Shareholders

Article 110: Requirements for Registration, Offering and Listing of Shares of the Entity Resulting from
the Transaction

Part 12: Publication and Entry into Force

Article 111: Publication and entry into force

Part 13: Annexes

Annex 1: Contents of the Offering Document for Offering Shares through Securities Crowdfunding
Platform

Annex 2: Contents of the Offering Document for Debt Instruments Issued by the Kingdom’s
Development Funds and Banks and the Kingdom’s Sovereign Funds

Annex 3: Contents of A Private Placement Notification in Respect of Shares and Other Securities

Annex 4: Contents of A Private Placement Notification in Respect of Debt Instruments

Annex 5: Offeror’s Declaration

Annex 5 (A): Sponsor’s Declaration

Annex 6: Capital Market Institutions’s Declaration

Annex 7: Statement to Be Included in The Private Placement Offering Documents

Annex 7 (A): Contents of the Private Placement Offer Document for Securities issued by a Special
Purposes Entity

Annex 8: Content Of Application

Annex 9: Issuer’s Declaration

Annex 9 (A): Sponsor’s Declaration

Annex 10: Director’s Declaration

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Annex 10 (A): Director's Declaration in a Structure with right to recourse

Annex 11: Conditions and Requirements for a Public Offer of Debt Instruments

Annex 12: Content of a Prospectus for Shares

Annex 13: Content Of A Prospectus For A Rights Issue

Annex 13 (A): Contents of a Prospectus for Share Issuance with the Suspension of Preemptive Rights

Annex 14: Content Of A Prospectus For Debt Instruments For An Issuer Without Securities Listed On
The Exchange

Annex 14 (A): Contents Of A Prospectus For Debt-Bases Recourse Debt Instruments Recourse Debt
Instruments

Annex 15: Content Of A Prospectus For Debt Instruments For An Issuer With Securities Listed On The
Exchange

Annex 16: Contents of A Prospectus for Convertible Debt Instruments or Exchangeable Debt
Instruments

Annex 17: Contents of a Registration Document for Registration of Debt Instruments Offered by Way
Of Private Placement For An Issuer Without Securities Listed On The Exchange

Annex 18: Contents of a Registration Document for Registration of Debt Instruments Offered by Way
of Private Placement for an Issuer that Has Securities Currently Listed on the Exchange

Annex 19: Content of a shareholders' Circular for a Capital Increase by Debt Conversion

Annex 20: Contents of a Circular for a Capital Increase to Acquire a Company or Purchase an Asset

Annex 21: External Auditor's Report

Annex 22: Form of a Financial Advisor's Letter

Annex 23: Form of a Legal Advisor's Letter

Annex 24: Form Of Letter Required for a Capitalisation Issue

Annex 25: Content of Letter Required for Capital Reduction

Annex 26: Content of A prospectus for parallel Market offers

Annex 26 (A): Content of A Registration Document

Annex 27: Form Of Financial Advisor’s Letter With Regards To An Application For Registration And
Offer On The Parallel Market

Annex 28: Contents Of Shareholders' Circular For A Capital Increase Of A Company Which Shares
Are Listed On The Parallel Market By Debt Conversion

Annex 29: Contents Of Shareholders' Circular For A Capital Increase Of A Company Which Shares
Are Listed On The Parallel Market To Acquire A Company Or Purchase An Asset

Annex 30: Class Tests

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 PART 1
General Provisions
Article 1: Scope and Application

a) Securities may not be offered in the Kingdom except in accordance with these Rules.
b) For the purpose of the application of these Rules, offering securities shall mean:
1) issuing securities;
2) inviting the public to subscribe in securities or the direct or indirect marketing of securities; or
3) any statement, announcement or communication that has the effect of selling, issuing or
offering securities.
c) Offering securities mentioned in paragraph (b) of this Article shall not include preliminary
negotiations or contracts entered into with or among underwriters.
d) The provisions of these Rules shall not apply to units in investment funds including Real Estate
Investment Funds and Real Estate Contribution Certificates.

Article 2: Preliminary Provisions

a) Any reference to the “Capital Market Law” in these Rules shall mean the Capital Market Law issued
by Royal Decree No. M/30 dated 2/6/1424H.
b) Expressions and terms in these Rules have the meaning which they bear in the Capital Market Law
and in the Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market
Authority, unless the contrary intention appears.
c) Any person subject to these Rules may appeal to the Committee in respect of any decision or action
that the Authority takes under these Rules.

Article 3: Types of Offers of Securities

Securities may be offered in the Kingdom by way of:

1) an exempt offer;
2) a private placement offer;
3) a public offer; or
4) a Parallel Market offer.

Article 4: Liability for Incorrect or Incomplete Documents

Liability for an incorrect or incomplete prospectus, supplementary prospectus or registration document,
supplementary registration document, shareholders' circular, supplementary shareholders' circular,
offering document or other documents relating to an offer or registration shall be determined in
accordance with the Capital Market Law or the Companies Law, as applicable.

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 PART 2
Exempt Offer
Article 5: Scope and Application
The provisions of this part apply to an exempt offer of securities in the Kingdom.

Article 6: Exempt Offer

a) Without prejudice to the Securities Business Regulations and the Capital Market Institutions
Regulations, an offer shall be exempt from the requirements of these Rules in any of the following
cases:

1) Where the securities are issued by the government of the Kingdom.

2) Offer of debt instruments issued by the Kingdom’s development funds and banks and the
Kingdom’s sovereign funds, which have a public legal personality in accordance with statutory
provisions, in accordance with the following requirements and conditions:

a. The issuer shall prepare an offering document in accordance with the requirements of
Annex (2) of these rules, and that the offering document is made available to the public
through the issuer's website at least five days prior to the date specified to start the
offering.

b. The offering documents must contain complete, clear and not misleading information,
and must contain all the information necessary for investors to arrive at an informed
decision concerning the issuer and the debt instruments offered.

c. The issuer must submit the pricing supplement and the debt instrument allocation results
to the Authority within ten days after the completion of the offering, or the completion
of the offering of each issue if the offering was part of a debt instruments offering
program. The pricing supplement must provide the terms and conditions of an issue, in
addition to those set out in the offering document.

d. The Issuer must deposit Saudi Riyal-denominated debt instruments with the Depository
Center within a period not exceeding ten days from the completion of the offering or the
completion of the offering of each issuance if the offering was part of a debt instruments
issuance program, provided that the request to deposit such debt instruments with the
Depository Center shall be made by the Capital Market Institution through whom the the
offering is made. This requirement does not apply to debt instrument that have a maturity
period of less than one year from the date of issuance.

e. The issuer must disclose -through the electronic system specifically designated for such
purpose by the Exchange- its audited annual financial statements in Arabic within a
period not exceeding six months from the end of the annual financial period covered by
those statements.

f. The issuer must disclose -through the electronic system specifically designated for such
purpose by the Exchange- its annual report within a period not exceeding twelve months
from the end of the relevant financial year.

g. The issuer must disclose -through the electronic system specifically designated for such
purpose by the Exchange- the pricing supplement referred to in subparagraph (c) of this
subsection after the completion of the offering and upon listing the debt instruments, or

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 after the completion of the offering of each issue and upon listing the debt instruments if
the offering was part of a debt instruments offering program.

h. Subparagraphs (a), (e), (f) and (g) of this subparagraph shall not apply if the issuer does
not make the necessary arrangements to list the debt instruments on the Exchange.

i. The offering of debt instruments in accordance with subsection (2) of paragraph (a) of
this Article is limited to investors of the categories of qualified clients and institutional
clients in the event that the issuer does not make the necessary arrangements to list them
in the Exchange

3) Offers of contractually based securities, provided that the offer of unlisted contractually based
securities shall be limited to any of the following cases:

a. Where all offerees are investors under the categories of Institutional and Qualified Clients.

b. Where all offerees are employees of the issuer or of any of its affiliates.

4) Where an issuer whose shares are not listed on the Exchange increases its capital by offering
new shares to existing shareholders.
5) Where the offeree is an affiliate of the issuer unless it is an offer of a class of shares that is
listed on the Exchange.
6) Where all of the offerees are employees of the issuer or of any of its affiliates unless it is an
offer of a class of shares that is listed on the Exchange.
7) Offers in an insolvency situation where shares are offered to creditors.
8) Where an issuer whose shares are not listed on the Exchange increases its capital by way of
debt conversion.
9) Where the subscription in total value for the securities being offered is less than 10 million SR
or an equivalent amount, in accordance to the following conditions:

a. The offer shall be not made more than one time during the twelve months after the
completion of the offer.

b. Subscription in the offered securities shall be limited to (50) offerees or less (excluding
investors under the categories of Institutional and Qualified Clients) provided that the
amount payable per offeree (excluding investors under the categories of Institutional and
Qualified Clients) shall not exceed two hundred thousand SR or an equivalent amount.

c. Declaration by the offeree who participate in the subscription for such offered securities
(excluding investors under the categories of Institutional and Qualified Clients) to the
offeror or the Capital Market Institution (if the offer is carried out through a Capital
Market Institution) of its acknowledgment to the risks associated with the investment,
including what may result in loss of the full amount of the investment, and the that the
Authority shall not give any assurance as to the accuracy and completeness of the
documents related to the Offering or its completeness, and expressly disclaim any
liability whatsoever for any loss arising from or incurred in reliance upon any part of
these documents, and its acknowledgment that the offeror or the Capital Market
Institution (if the offer is carried out through a Capital Market Institution) does not have
to notify the Authority of the suitability of such an investment.

10) If the offering is made through a capital market institution authorised to carry out arranging
activities in the course of carrying out securities crowdfunding, in accordance with the
following requirements and conditions:

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a. The offering shall be for new shares in the issuer, and the issuer shall not use the proceeds
of the offering to provide loans or invest in other entities or companies or in investment
funds.

b. The issuer is not a company whose shares are listed on the Exchange, or a company
wholly-owned by a company whose shares are listed on the Exchange, or any other issuer
or other category of issuers as determined by the Authority.

c. The total value for the offered shares of the same class through all securities
crowdfunding platforms or a limited offering of the same issuer –during the (12) months
following the end of the offering– shall not exceed ten million SR or its equivalent, and
that the offering through a securities crowdfunding platform shall not coincide with any
other offering for the same issuer through another securities crowdfunding platform or a
private placement.

d. The offering shall be limited to clients registered with the securities crowdfunding
platform, and the amount incurred by each retail client’s subscription shall not exceed
(25,000) SR or its equivalent for each offering.

e. Retail clients shall not be allowed to participate in subscribing in the shares of an issuer
that was not established in the Kingdom.

f. The issuer shall prepare an offering document in accordance with the requirements of
Annex (1) of these rules, and that the offering document is available to clients registered
with the securities crowdfunding platform through the website of the capital market
institution at least five days prior to the date specified to start the offering.

g. The offering period shall not exceed (45) days, and the total proceeds of the offering
during that period shall not be less than (80%) of the total value of the offering that was
disclosed in the offering document. In the event that the offering is not completed, the
capital market institution must return the subscription amounts to the subscribers –
without imposing any fees– within a period not exceeding (5) days from the end of the
offering period.

h. The capital market institution shall allow its retail client who has subscribed to cancel his
subscription within (48) hours from the time of submitting the subscription application
or until the end of the offering period (whichever comes first), and the capital market
institution shall inform its client who has subscribed in the offered shares –immediately
and without delay– of the completion of the offering or its cancellation and when its
shares are registered in the issuer’s shareholders register.

i. If a material change occurred to the offering document prior to the start of the offering or
after the start of the offering and before its end, the issuer must notify the capital market
institution as soon as it becomes aware of such change. In this case, the capital market
institution may, at its discretion, request the issuer to resubmit the offering document,
and it may also re-impose the five-day period stipulated in subparagraph (f/10) of
paragraph (a) of this Article. The capital market institution must notify its client who has
subscribed in the offered shares immediately and without delay of that change, and the
client who subscribed before being notified of that change has the right to cancel or
amend his subscription before the end of the offering period.

j. If a material change occurred on the information disclosed in the offering document after
the end of the offering period and before the client who subscribed in the offered shares
is registered in the issuer’s shareholders register, the issuer must notify the capital market
institution as soon as it becomes aware of such change. The capital market institution

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 must notify its client who has subscribed in the offered shares immediately and without
delay of that change, and the client who subscribed in the offered shares has the right to
cancel or amend his subscription.

b) Except for the Kingdom’s development funds and banks and the Kingdom’s sovereign funds, the
offeror or the Capital Market Institution (if the offer is carried out through a Capital Market
Institution) shall, when making an exempt offer, notify the Authority on a quarterly basis of the
total number and value of the exempt offers the Capital Market Institutionhas made. In addition,
the following information must be submitted to the Authority in respect of each exempt offer:

1) type of exempt offer;

2) categories of the offerees;
3) amount paid by each offeree category in Saudi riyals;
4) date of the commencement of the offering;
5) date of the completion of the offering;
6) name and nationality of the issuer;
7) name and nationality of the offeror;
8) price paid for each security;
9) type of security; and
10) total size of the offering.
11) Information of clients who subscribed in shares if the offering was in accordance with
subparagraph (10) of paragraph (a) of this Article, with a statement of any contravention of
the requirements and conditions imposed therein (if any).
12) Declaration by the offeree indicated in subparagraph (c) of paragraph (9) of this Article,
including the following information:

a. The total amount payable per offeree who participate in the subscription for such
securities and the number and description of the securities.

b. Name of the offeree who participate in the subscription for such securities and its passport
number or National ID and signature.

c. Declaration date.

The requirement to submit the aforementioned declaration to the Authority does not
apply to the offering of debt instruments.

c) The notification referred to in paragraph (b) of this Article must contain the information related to
offers that are not complete as follows:

1) on-going offerings;
2) name of relevant issuer;
3) name of relevant offeror;
4) the expected date of completion of the offering; and
5) type and class of the offered securities.

d) A person (referred to as a “transferor”) who has acquired shares pursuant to subparagraph (10) of
paragraph (a) of this article, may not offer or sell such shares to any person (referred to as a
“transferee”) unless the offer or sale is made through a Capital Market Institution and where one of
the following requirements is met:

1) the price to be paid for the shares does not exceed (25) thousand SR or an equivalent amount;
2) the shares are offered or sold to an investor under the categories of Institutional and Qualified
Clients;

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 3) the shares are being offered or sold in such other circumstances as the Authority may prescribe
for these purposes.

e) If the requirement in subparagraph (1) of paragraph (d) of this Article cannot be fulfilled because
the price of the shares being offered or sold to the transferee has increased since the date of the
original offering, the transferor may offer or sell shares to the transferee if their purchase price
during the period of the original offering did not exceed 25 thousand SR or an equivalent amount.

f) If the requirement in paragraph (e) of this Article cannot be fulfilled, a transferor may offer or sell
the shares if he sells his entire holding of such shares to one transferee.

g) The provisions of paragraphs (d), (e) and (f) of this Article shall apply to all subsequent transferees
of such shares.

h) The restrictions in paragraphs (d), (e), (f), and (g) of this Article shall cease to apply upon approval
of listing on the Exchange of shares of the same class as the shares that are subject to such
restrictions.

i) The debt instruments offering documents to be used in advertising the offer must contain a
prominent statement in the following form:

“This document may not be distributed in the Kingdom except to such persons as are
permitted under the Rules on the Offer of Securities and Continuing Obligations issued
by the Capital Market Authority. The Capital Market Authority does not make any
representation as to the accuracy or completeness of this document, and expressly
disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this document. Prospective purchasers of the securities offered
hereby should conduct their own due diligence on the accuracy of the information
relating to the securities. If you do not understand the contents of this document, you
should consult an authorised financial advisor.”

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 PART 3
Private Placement Offer

Article 7: Scope and Application

The provisions of this Part apply to a private placement of securities in the Kingdom.

Article 8: Types of Private Placement Offer

a) An offer of securities is a private placement where it is not an exempt offer, public offer or a Parallel
Market Offer and falls under any of the following cases:

1) the subscription is restricted to investors under the categories of Institutional and Qualified
clients; or
2) the offer is a limited offer.

b) The Authority may, in circumstances other than those described in paragraph (a) of this Article and
upon application of a person seeking to make an offer of securities, determine that such an offer
shall be treated as a private placement subject to compliance with such limitations as the Authority
may impose.

Article 9: Limited Offers

a) An offer of securities is a limited offer if at the subscription is limited to no more than (100) offerees
(excluding investors under the categories of Institutional and Qualified Clients) and the amount
payable per offeree does not exceed (200) thousand SR or an equivalent amount.

b) Securities of the same class may not be offered as a limited offer under paragraph (a) of this
Article more than once in a twelve-month period ending with the date of the offer in question.

Article 10: Private Placement Requirements

a) No person may offer securities by way of private placement unless the following requirements are
met:

1) the offer is made through a Capital Market Institution licensed to carry out arranging activities;
2) the offeror notifies the Authority in accordance with Annexes (3) or (4) of these Rules (as
applicable) at least ten days prior to the proposed date of the offer: The offering of debt
instruments by an offeror established in the Kingdom, or by a special purposes entity in which
a Saudi company is the beneficiary, is exempt from the period specified in this paragraph,
provided that the offeror notifies the Authority in accordance with Annexes (3) or (4) of these
Rules ( as applicable) prior to the start of the offering;
3) the offeror submits to the Authority a declaration by the offeror in the form set out in Annex
(5) of these Rules. Or a declaration by the sponsor in the form set out in Annex (5)(a) of these
Rules if the offer was made by a special purposes entity;
4) the offeror submits to the Authority a declaration from the Capital Market Institution through
which the offer is made, in the form set out in Annex (6) of these Rules; and
5) he offeror submits to the Authority copies of any offering documents to be used in advertising
the offer.

b) If a material change to the offering documents mentioned in paragraph (a) of this Article arises after
their date of submission to the Authority and prior to the start of the offer or after the start of the
offer and before its end, the offeror must immediately notify the Authority of such change upon
knowledge. The Authority, in its own discretion, may then require the offeror to re-file the offering

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 documents. At the discretion of the Authority, such re-filing may re-start the ten-day notice period
referred to in subparagraph (2) of paragraph (a) of this Article.

c) If having received the private placement notification and the information provided under in
subparagraph (2) of paragraph (a) of this Article the Authority considers that the proposed offer of
securities may not be in the interest of the investors or may result in a breach of the Capital Market
Law or its Implementing Regulations, then it may take the following actions:

1) carry out any enquiries which it considers appropriate including requiring the concerned
person or its representative to appear before the Authority to answer the questions of the
Authority and to explain any matters that the Authority considers relevant to the private
placement offering; or
2) require the concerned person or others to provide additional information or to confirm, in such
manner as the Authority may specify, that the information provided is accurate.

d) If, having taken action pursuant to paragraph (c) of this Article, the Authority determines that the
private placement is not in the interest of the investors or may result in a breach of the Capital
Market Law or its Implementing Regulations, the Authority may after giving the offeror a suitable
opportunity to be heard, issue a notification to the offeror stating that the offer is not to be made, or
publish a notice prohibiting the offer, sale or transfer of the securities to which the private placement
relates.

e) After the offer has completed, the offeror or the Capital Market Institution must provide the
Authority within ten days a list of the categories of all persons who have acquired the securities and
details of the total proceeds of the offer.

f) Where the offer is not completed by the proposed offer end date specified in the private placement
notification provided to the Authority in accordance with subparagraph (2) of paragraph (a) of this
Article, the offeror or the Capital Market Institution must provide the Authority within ten days
with a notification in writing signed by the offeror confirming that the offer has failed to complete.
The offeror or the Capital Market Institution may extend the offering period, provided that such
extension shall be notified to the Authority before the end date of the offer period.

g) Without prejudice to paragraph (e) of this Article, the offeror or the Capital Market Institution, in
case where the offer is a debt instruments issuance program, must provide the Authority within ten
days from the completion of the offering of each issuance of a programme the details of the total
proceeds and the issuance terms and conditions.

h) The issuer, if it is a Saudi company or a special purposes entity in which a Saudi company is the
beneficiary, must deposit Saudi Riyal-denominated debt instruments with the Depository Center
within a period not exceeding ten days from the completion of the offering or the completion of the
offering of each issuance if the offering was part of a debt instruments issuance program, provided
that the request to deposit such debt instruments with the Depository Center shall be made by the
Capital Market Institution through whom the private placement is made. This requirement does not
apply to debt instrument that have a maturity period of less than one year from the date of issuance.

i) Without prejudice to the provisions of this Article, the issuer whose shares are listed in the
Exchange, when offering convertible debt instruments by way of a private placement, shall be
subject to the following conditions:

1) The number of shares into which convertible debt instruments may be converted shall not
exceed 15% of the issuer’s total number of shares.
2) Convertible debt instruments shall not be offered by way of a private placement more than
once during the twelve months following the end of the offer.

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 3) The issuer shall submit an application to the Authority for the registration of the shares
resulting from conversion of convertible debt instruments in accordance with the requirements
of these Rules and as prescribed by the Authority.

Article 11: Responsibilities and Obligations of the Capital Market Institution

The Capital Market Institution through which the offer is made must:

a) ensure that all of the conditions and requirements in paragraphs (a), (e), (f), (g), and (h) of Article
(10) and Article (12) of these Rules have been fulfilled.

b) disclose the issuance profile for the debt instruments referred to in paragraph (h) of Article 10 of
these Rules on the Exchange’s website in accordance with the form prescribed by the Authority
within a period not exceeding ten days from the completion of the offering or the completion of the
offering of each issuance if the offering was part of a debt instruments issuance program.

c) In the event of offering debt instruments, the Capital Market Institution must ensure that the offeror
has fulfilled all the relevant conditions necessary to undertake the private offering and that it has
submitted or will submit all the information and documentation required to be provided to the
Authority under these rules. The Authority may exchange relevant information with the authorities,
agencies, or bodies having responsibility for the supervision of financial services or other
appropriate authorities.

Article 12: Information to Investors and Private Placement Advertisements

a) The offeror must ensure that investors are provided with sufficient information on the private
placement to enable them to make an informed investment decision and that such information is
complete, clear, correct and not misleading.

b) The private placement offering documents to be used in advertising the offer must contain a
prominent statement in the form set out in Annex (7) of these Rules. The private placement offer
documents, used in the announcement by a special purposes entity, shall contain a clear statement
in the form set out in Annex (7)(a) of these Rules.

c) No person may make or communicate a securities advertisement (as defined in the Securities
Business Regulations) in respect of a private placement unless the securities advertisement
complies with the applicable provisions of the Securities Business Regulations and the Capital
Market Institutions Regulations.

Article 13: No Continuing Obligations

Except as set out in the provisions of this Part, an offeror of securities by way of a private placement is
not required to inform the Authority of any material developments relating to such securities.

Article 14: Secondary Market Activity

a) A person (referred to as a “transferor”) who has acquired securities pursuant to a private placement
may not offer or sell such securities to any person (referred to as a “transferee”) unless the offer or
sale is made through a Capital Market Institution and where one of the following requirements is
met:

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 1) the price to be paid for the securities in any one transaction does not exceed (200) thousand
SR or an equivalent amount;
2) the securities are offered or sold to an investor under the categories of Institutional and
Qualified Clients; or
3) the securities are being offered or sold in such other circumstances as the Authority may
prescribe for these purposes.

b) If the requirement in subparagraph (1) of paragraph (a) of this Article cannot be fulfilled because
the price of the securities being offered or sold to the transferee has increased since the date of the
original private placement, the transferor may offer or sell securities to the transferee if their
purchase price during the period of the original private placement did not exceed 200 thousand SR
or an equivalent amount.

c) If the requirement in paragraph (b) of this Article cannot be fulfilled, a transferor may offer or sell
the securities if he sells his entire holding of such securities to one transferee.

d) The provisions of paragraphs (a), (b) and (c) of this Article shall apply to all subsequent transferees
of such securities.

e) The restrictions in this Article shall cease to apply upon approval of listing on the Exchange of
securities of the same class as the securities that are subject to such restrictions.

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 PART 4
Public Offer
Chapter 1: General Provisions

Article 15: Application of the Provisions on Public Offers

a) The purpose of this Part is to regulate the registration and public offering of securities in the
Kingdom.

b) Securities may not be offered by way of a public offer except in accordance with this Part.

c) A foreign issuer who submits an application for listing its shares in the Main Market pursuant to
the Listing Rules shall be subject to Article (18) of these Rules.

Article 16: Requirement to Comply with the Listing Rules

An offeror may not offer securities to the public without making prior arrangements for listing those
securities on the Exchange in accordance with the Listing Rules.

Article 17: Required Approvals

An offeror may not offer securities to the public without obtaining all approvals required pursuant to
the issuer's bylaws, the Companies Law and its implementing regulations. In case where securities are
publicly offered by a special purposes entity, such securities may not be offered unless the approval of
the special purposes entity's and the sponsor’s boards' approvals are obtained.

Article 18: Appointment of representatives of the issuer

a) The issuer must appoint two representatives, one of whom must be a director and the other must be
a senior executive, to act as its representatives before the Authority for all relevant purposes relating
to the Capital Market Law, the Companies Law, their Implementing Regulations, other relevant
laws and these Rules. In case where the offer is made by a special purposes entity, such entity and
the sponsor shall appoint representatives for each of them, to attend before the authority in matters
related to these Rules, provided that the entity's representatives shall be from the board members,
while the sponsor's representatives are a board member and a senior executive.

b) The issuer must provide details in writing of how its representatives may be contacted including
office, mobile number, and electronic mail address, in addition to written details regarding the
methods of contacting the sponsor’s representatives if the offer was made by a special purposes
entity.

c) The issuer and its representatives, referred to in paragraph (a) of this Article, must provide the
Authority, without delay, with all the information, clarifications, books, records and forms that the
Authority requests from them, for the purpose of implementing the Capital Market Law, the
Companies Law, their Implementing Regulations, other relevant laws and these Rules. Which must
be complete, clear, correct, and not misleading.

Article 19: Fees

a) An issuer who submits an application for registration and offer of its securities is required to pay
such fees to the Authority as the Authority specifies.

b) An issuer whose securities are registered and have been listed is required to pay such fees to the
Authority as the Authority specifies.

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 Chapter 2: Conditions and Requirements for a Public Offer (except for debt
instruments)

Article 20: Appointment of advisors

a) Where an issuer makes an application for registration and offer of its securities that requires the
production of a prospectus or a shareholders' circular (as applicable), the issuer must appoint
financial advisor and legal advisor.

b) Where an issuer whose securities are listed submits an application for the voluntary cancellation of
listing pursuant to the Listing Rules, the issuer must appoint financial advisor and legal advisor.

c) Where an issuer whose securities are listed submits an application to reduce its capital, the issuer
must appoint financial advisor.

d) The Authority may, at any times, require the issuer to appoint a financial advisor and\ legal advisor
or both, or any other advisors, to advise the issuer on the application of the Capital Market Law, its
Implementing Regulations, the Exchange Rules, the Companies Law or its Implementing
Regulations.

e) Where a financial advisor or a legal advisor gives advice to an issuer in relation to the application
for registration and offer of its securities or any matter related to the application of these Rules, the
Capital Market Law, its Implementing Regulations or the Exchange Rules, it must ensure that it
gives appropriate advice in accordance with the rules of its profession.

Article 21: Requirements and Obligations of the Financial Advisor

a) The financial advisor must be authorised by the Authority to carry out arranging activities and any
other securities business related to the services which the financial advisor agreed with the issuer
to provide.

b) Upon an application to the Authority of an issuer for registration and offer of securities, the financial
advisor must:

1) be the main point of contact for the Authority in relation to the application for registration and
offer of the securities;

2) satisfy itself, having conducted due diligence and made enquiry from the issuer and its
advisors, that the issuer has satisfied all conditions required for the registration and offer of
the securities and has satisfied all other relevant requirements;

3) provide to the Authority any information or clarifications in such form and within such time
limit as the Authority may require for the purpose of verifying whether the financial advisor
and the issuer have complied with the Capital Market Law, its Implementing Regulations or
the Exchange Rules; and

4) provide the Authority with a letter in the form set out in Annex (22) of these Rules.

c) If matters which should be taken into account by the Authority come to the attention of the financial
advisor during the period between the provision of the letter described in subparagraph (4) of
paragraph (b) of this Article and the completion of the offer, the financial advisor must notify the
Authority thereof without delay.

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Article 22: Requirements and Obligations of the Legal Advisor
a) The legal advisor must be licensed to practise law in the Kingdom.

b) On an application of an issuer for the registration and offer of its securities, the legal advisor to the
issuer must provide the Authority with a letter in the form set out at Annexes (23) of these Rules.

Article 23: Conditions for a Public Offer of Shares

The conditions for making a public offer of shares are:

1) The issuer must be a joint stock company.

2) Any application for registration and offer of securities must be accompanied by a prospectus,
except where a prospectus is not required under these Rules.

3) When submitting an application for registration and offer of securities, the issuer must have
been carrying on, either by itself or through one or more of its subsidiaries, the same main
activity for at least the previous three years before submitting the application for registration
and offer of securities.

4) When submitting an application for registration and offer of securities, the issuer must have
audited financial statements that cover at least the previous three financial years and that were
prepared in accordance with the accounting standards adopted by SOCPA.

5) If the period covered by the most recent audited financial statements has ended more than six
months prior to the expected date of approval of the application for registration and offer of
securities, it shall submit to the Authority a reviewed interim financial statements covering
any period from the date of the end of the period covered by the latest audited financial
statements until the expected date of approval of the application for registration and offer of
securities, or submit audited annual financial statements (as applicable).In all cases, the period
covered by the latest audited interim financial statements submitted to the Authority shall not
have ended more than (6) months before the date of approval of the application for registration
and offer of securities.

6) Where the issuer has undergone material restructuring, an application for registration and offer
of securities may not be submitted until one financial year has elapsed from the date of
completion of that material restructuring. For the purposes of this paragraph, "material
restructuring" shall mean:

a. disposing any of the issuer's asset that has contributed in generating (30%) or more of the
issuer's revenue or net income as per the most recent annual financial statements;

b. acquiring assets with a value exceeding (30%) or more of the net asset value of the issuer
as per the most recent annual financial statements;

c. acquiring a company with a shareholder equity constituting (30%) or more of the issuer's
shareholder equity as per the most recent annual financial statements.

7) The senior executives of the issuer must have an appropriate expertise and experience for the
management of the issuer’s business.

8) An issuer must, on its own or with its subsidiaries (if any) hold sufficient working capital to
continue operating for at least the twelve months immediately following the date of publication
of the prospectus.

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 9) If reviewed interim financial statements are issued during the application period, the issuer
must provide a copy of such statements to the Authority as soon as reasonably practicable.

10) An application for registration and offer of securities may be accepted if it does not meet the
requirements of this Article if the Authority is satisfied that it will be in the interest of the
investors and that the investors have received the necessary information to arrive at an
informed judgment concerning the issuer and the securities that are the subject of the
application.

11) Where an issuer already has securities that are listed on the Exchange, paragraphs (3), (4), (5),
(6), (8) and (9) of this Article shall not apply.

Article 24: Underwriting

a) The offer of securities must be fully underwritten by one or more Capital Market Institutions
licensed to carry out underwriting activities, and that Capital Market Institution must comply with
the Prudential Rules.

b) The provisions of paragraph (a) of this Article shall not apply to:

1) capital increases to acquire a company or an asset;

2) capital increases by way of capitalisation issues;

3) capital increases by way of debt conversion;

4) capital increase through share issuance with the suspension of preemptive rights.

Article 25: Requirement to Submit an Application for Registration and Offer to the
Authority
An issuer seeking to register and offer its securities must submit an application to the Authority which
contains the information required under these Rules, and submit to the Exchange, at the same time, an
application for listing of such securities in accordance with the provisions of the Listing Rules.

Article 26: Supporting Documents

a) The issuer, must submit to the Authority with its application for registration and offer electronic
copies of the following documents (it shall maintain original copies of such documents and submit
it to the Authority at its request):

1) the letter of appointment of the financial advisor;

2) the letter of appointment of the legal advisor;

3) the authorisation letters or powers of attorney of the representatives of the issuer empowering
them to sign the prospectus or the shareholders' circular (as applicable);

4) the issuer's employees list providing the contact details involved with the application at the
issuer, in addition to the details of the financial advisor and the legal advisor;

5) a list containing the names and civil registry numbers (or the equivalent to it for non-Saudi
nationals) of the directors and their relatives, senior executives and their relatives and
shareholders;

6) a formal letter of application for registration and offer, signed by a representative of the issuer
that contains the applicable information as required by Annex (8) of these Rules;

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 7) a declaration by the issuer in the form set out in Annex (9) of these Rules,

8) a declaration and undertaking signed by the directors of the issuer and by each proposed
director of the issuer in the form set out in Annex (10) of these Rules,

9) approvals required by the relevant governmental agencies, where applicable;

10) evidence of the issuer obtaining the required approvals to offer its securities to the public as
required under Article (17) of these Rules;

11) the draft prospectus or shareholders' circular (as applicable) in Arabic;

12) the issuer’s certificate of commercial registration, or equivalent;

13) the issuer’s articles of association and bylaws and all amendments to date,

14) the audited annual financial statements of the issuer for each of the three financial years
immediately preceding submission of the application;

15) the latest interim financial statements produced since the date of the most recent audited annual
financial statements;

16) the legal due diligence report issued by the legal advisor regarding the application;

17) the financial due diligence report regarding the application;

18) a presentation detailing the structure of the issuer and its subsidiaries, along with a detailed
description of the most recent restructuring of the issuer (if applicable);

19) the letters of consent from all the advisors on the use of their names, logos and statements in
the prospectus or the shareholders' circular (as applicable);

20) a copy of the subscription application forms;

21) a letter from the financial advisor and the issuer setting out the inapplicable requirements, if
no disclosure requirements under these Rules are applicable;

22) a letter from the issuer’s financial advisor in the form set out in Annex (22)of these Rules,;

23) a letter from the issuer’s legal advisor in the form set out in Annex (23) of these Rules,

24) the issuer's internal governance regulations including the policies for conflict of interests,
standards and procedures for board membership and the charters for the audit committee and
the nomination and remuneration committee;

25) all underwriting commitment letters;

26) any other documentation that may be required by the Authority.

b) Following the approval of the application for registration and offer by the Authority and prior to
the listing, the issuer, must submit an electronic copy (and shall maintain the original copies for
submission at the Authority's request) of the following documents:

1) a prospectus or the shareholders' circular (as applicable) in Arabic signed on every page by the
representatives of the issuer who are appointed as authorised signatories;

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 2) its updated commercial registration (as applicable);

3) the securities allocation model;

4) the latest reviewed interim financial statements (where applicable);

5) all signed underwriting, sub-underwriting and distribution agreements entered into in

connection with the offer and the lead manager agreement (as applicable);

6) an updated and signed letter that contains the applicable information as required by Annex (8)
of these Rules; and

c) The issuer, must retain original copies (or certified copy where appropriate) of all documents
required pursuant to this Article for a period not less than ten years from the completion of the offer.
Without prejudice to this period, in the event such documents relate to any litigation or claim
(including any litigation pending or threatened) or any on-going investigations, the issuer must
retain such documents until the closure of that litigation, claim or on-going investigation.

d) If the issuer has its securities already listed on the Exchange:

1) Subparagraphs (5), (12), (13), (14), (15), (16), (17), (18), (20), (24), (25), of paragraph (a), and
subparagraphs (3), (4) and (5) of paragraph (b) of this Article shall not apply to the application
for capital increase for acquisition of a company or purchasing an asset.

2) Subparagraphs (5), (12), (13), (14), (15), (16), (17), (18), (20), (24), (25), of paragraph (a) and
subparagraph, (3), (4) and (5) of paragraph (b) of this Article shall not apply to the application
for capital increase for debt conversion.

3) Subparagraphs (5), (12), (13), (14), (15), (16), (17), (18), (24) of paragraph (a) and
subparagraph (4) of paragraph (b) of this Article shall not apply to the application for capital
increase by way of rights issues.

4) Subparagraphs (5), (12), (13), (14), (15), (16), (17), (18), (24), (25), of Paragraph (a) and
subparagraphs (4) and (5) of Paragraph (b) of this Article shall not apply to the application for
capital increase through share issuance with the suspension of preemptive rights.

5) The provisions of this Article shall not apply to capitalisation issues.

Article 27: The Prospectus

a) The prospectus must contain all information which is necessary to enable an investor to make an
assessment of the activities, assets and liabilities, financial position, management and prospects of
the issuer and of its profits and losses and must include information in relation to the number and
price of the securities and any obligations, rights, powers and privileges attaching to them.

b) Annex (12) of these Rules sets out the minimum information which must be included in a prospectus
for shares.

c) Annex (13) of these Rules sets out the minimum information which must be included in a prospectus
for a rights issue, and Annex (13) (a) of these Rules sets out the minimum information which must
be included in a prospectus for share issuance with the suspension of preemptive rights.

d) The draft of the prospectus that is submitted to the Authority must be in the Arabic language.

e) The draft prospectus submitted to the Authority must be annotated in the margin to indicate where
the information required by the applicable paragraphs of these Rules has been included and any

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 changes from any previous drafts must be clearly marked. Each draft prospectus must indicate the
draft number and date of submission on its cover page.

Article 28: Issuances not Requiring a Prospectus

a) A prospectus is not required for the issue of further securities by an issuer whose securities are
already listed where:

1) the securities to be issued would increase the securities of a class already listed by no more
than (10%) in any (12) months period. For the purpose of determining this percentage a series
of issues in connection with a single transaction will be deemed a single issue, and a series of
transactions that is regarded by the Authority as a single transaction will be deemed a single
issue;

2) shares issued as a result of capitalisation issue;

3) an employee share scheme;

4) shares issued as a result of the conversion of debt instruments that convert into shares already
listed;

5) shares issued as a result of capital increase by conversion of debt, provided that a shareholders’
circular must be produced in accordance with Article (59) of these Rules;

6) shares issued as a result of a capital increase that is made to acquire a company or purchase an
asset provided that a shareholders’ circular must be produced in accordance with Article (60)
of these Rules; or

7) split of shares already issued.

b) Except for the split of shares already issued, where an issuer wishes to issue securities in the
circumstances specified in paragraph (a) of this Article it must make an application for registration
and offer to the Authority in accordance with any applicable requirements under these Rules or as
prescribed by the Authority. The relevant securities may not be issued prior to the approval of such
application by the Authority.

c) The issuer must disclose any issuance made under this Article in the manner prescribed by the
Authority.

Article 29: Supplementary Prospectus and Supplementary Circular

a) A supplementary prospectus or supplementary shareholders’ circular must be submitted (as
applicable) to the Authority if, at any time after that prospectus or circular has been published and
before completion of the offer (in the case of a prospectus) or before the extraordinary general
assembly is convened (in the case of a shareholders circular), the issuer, becomes aware that:

1) there has been a significant change in material matters contained in the prospectus or the
shareholders’ circular (as applicable); or

2) additional significant matters have become known which would have been required to be
included in the prospectus or the shareholders' circular (as applicable).

b) A supplementary prospectus or supplementary circular must contain the following (as applicable):

1) details of the change or new matters in accordance with paragraph (a) of this Article;

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 2) a declaration in the form specified at paragraph (10) of section (1) of Annex (12) of these
Rules, paragraph (7) of section (1) of Annex (13) of these Rules, paragraph (13) of section (1)
of Annex (13) (a) of these Rules, , paragraph (11) of section (1) of Annex (19) of these Rules,
or paragraph (11) of section (1) of Annex (20) of these Rules, as the case may be;

3) a declaration by the directors, , that there have been no significant changes in material matters
nor additional significant matters have arisen other than what has been disclosed in the
supplementary prospectus or supplementary circular; and

4) a declaration by the directors, that a copy of the supplementary prospectus or supplementary

circular has been submitted to the Authority.

c) Where a supplementary prospectus or supplementary circular is submitted to the Authority under

this Article, it must be signed on every page by the relevant representatives of the issuer who are
appointed as authorised signatories.

d) Where a supplementary prospectus is submitted to the Authority under this Article, an investor who
subscribed for securities prior to the disclosure of the supplementary prospectus is permitted to
rescind or amend his subscription for such securities prior to the end of the offering period.

e) Where a supplementary prospectus or supplementary circular is submitted to the Authority under

this Article, the Authority must be satisfied that the information contained in such supplementary
prospectus or supplementary circular is complete and fulfils the requirements of the Capital Market
Law, its Implementing Regulations and the Exchange Rules. If the information supplied suggests
to the Authority that the proposed offer of securities may not be in the interest of the investors or
may result in a breach of the Capital Market Law, its Implementing Regulations or the Exchange
Rules, then it may require the issuer to terminate the offer.

f) The supplementary prospectus or supplementary shareholders' circular must not be published or

otherwise made available to the public without obtaining the approval of the Authority.

Article 30: Authority Powers in Relation to the Application for Registration and Offer
a) The approval of the application for registration and offer of securities will only be given by the
Authority if:

1) the Authority has received notification from the Exchange of the Exchange's conditional
approval of the corresponding application for listing pursuant to the Listing Rules;

2) the conditional approval mentioned under sub-paragraph (1) of this paragraph has not been
withdrawn by the Exchange; and

3) the Authority is satisfied that the information contained in the prospectus or the shareholders'
circular (as applicable) is complete and fulfils the requirements of the Capital Market Law and
its Implementing Regulations.

b) The Authority will review the application within (45) days of receiving all information and
documentation required pursuant to these Rules The commencement of the period is not subject to
the Authority’s receipt of the notification referred to in subparagraph (1) of paragraph (a) of this
Article provided that the notification must be submitted to the Authority prior to the end of the
review period, otherwise the Authority may extend the review period for a term not exceeding (10)
days from the date of receipt of the notification.

c) If, having reviewed the application, the Authority considers that the proposed offer of securities
may not be in the interest of the investors or may result in a breach of the Capital Market Law, its
Implementing Regulations or the Exchange Rules, then it may take any of the following actions:

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 1) carry out any enquiries which it considers appropriate;

2) require the issuer or its representative to appear before the Authority to answer questions and
explain any matters that the Authority considers relevant to the application.

3) require the issuer or third parties to provide additional information or to confirm, in such
manner as the Authority may specify, that the information provided is accurate; or

4) defer making a decision for such period as may be reasonably necessary to carry out further
study or examination.

d) If, having taken action pursuant to paragraph (c) of this Article, the Authority determines that the
offer to be made pursuant to the application may not be in the interest of the investors or may result
in a breach of the Capital Market Law its Implementing Regulations or the Exchange Rules, the
Authority may issue a "notification" to the issuer stating that the application has not been approved,
or publish a "notice" prohibiting the offer, sale or transfer of title of the securities to which the
application relates.

e) The approval of the application for registration and offer of securities by the Authority shall be
considered as an approval of the prospectus or the shareholders' circular, as applicable.

f) The prospectus or shareholders' circular (as applicable) must not be published and made available
to the public without the approval of the application for registration and offer of securities by the
Authority.

g) The Issuer and its financial advisor - prior to the Authority's approval of the application for
registration and offer of securities – are allowed to provide information on the Issuer and its
financial statements to the group of potential investors; In order to ascertain the extent to which
potential investors are willing to participate in the subscription of the Issuer's shares if they are
offered, provided that this does not result in taking a binding undertaking to subscribe.

h) The Issuer and its financial advisor may, prior to obtaining the approval of the Authority, request
the registration and presentation of securities by providing information on the issuer and its financial
statements to a specific group of Capital Market Institutions to conduct the advice activity for the
purpose of preparing research and financial reports on the issuer, provided that such research and
reports shall not be published before obtaining the approval of the Authority for the application of
registration and offer of securities.

Article 31: Publication of Prospectus, Shareholders’ Circular and Formal Notices

a) The issuer must publish the prospectus and must ensure that it is made available to the public at
least (14) days prior to the start of the offering.

b) As an exception from paragraph (a) of this Article, an issuer must publish the prospectus and must
ensure that it is made available to the public at least (14) days prior to the date of the general
assembly meeting where an offering of a rights issue is to be made or where share issuance with
the suspension of preemptive rights is to be made.

c) Where an issuer must publish a shareholders' circular in accordance with these Rules, it must ensure
that it is made available to the public at least (14) days prior to the date of the relevant general
assembly meeting.

d) The prospectus, the shareholders' circular, any supplementary prospectus or any supplementary
circular (as applicable) shall be made available to the public on the websites of the issuer, the
Exchange, the Authority and the financial advisor

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e) Where an issuer has published a disclosure after the publication of the prospectus or the
shareholders' circular in a local newspaper, the disclosure must contain at least the following (if
applicable):

1) the name and commercial registration number of the issuer,

2) the securities that are the subject of the relevant application for registration and offer and their
value, type and class;

3) the addresses and locations where the public may obtain the prospectus or the shareholders'
circular;

4) the date of publication of the prospectus or the shareholders' circular;

5) a statement that the disclosure is for information only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities;

6) the names of the subscription lead manager (if any), underwriter, financial advisor, legal
advisor and receiving agents;

7) a statement of the total value of securities that could be issued under an issuance programme
(if applicable); and

8) a disclaimer as follows:

“The Capital Market Authority and the Saudi Stock Exchange Company 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.”

Article 32: Dissemination of Information

a) The Authority may require the publication of further information by, or impose additional
continuing obligations on, the issuer where it deems this appropriate. The Authority will notify the
issuer of its intentions in this regard and will allow representations by the issuer before imposing
any such requirements or obligations.

b) Except as permitted in paragraph (c) of this Article, information that is required to be disseminated
pursuant to these Rules must not be given to a third party before the information has been filed with
the Authority and has been published.

c) The issuer may disclose information that is required to be disseminated pursuant to these Rules
before the information has been filed with the Authority and has been published to any of the
following persons:

1) the issuer’s advisors to the extent necessary for those advisors to provide advice in relation to
these Rules;

2) the issuer’s agent employed to release the information; and

3) persons with whom the issuer is negotiating with a view to effecting a transaction or raising
finance, including prospective underwriters of an issue of securities or lenders.

d) The issuer must advise the above mentioned persons in writing that the information is confidential
and that they must not deal in the issuer’s securities (or any other related securities) before the
information has been made available to the public.

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e) Where, in the opinion of the issuer, disclosure of any matter required by these Rules would be
unduly detrimental to the issuer, and omission is not likely to mislead investors with regard to facts
and circumstances, knowledge of which is essential for the assessment of the securities in question,
the issuer may apply for a waiver from the relevant requirement. The issuer must in that case provide
to the Authority on a strictly confidential basis a statement of the requested waiver together with
the reasons why the issuer believes that the information should not be disclosed at that time. The
Authority may approve or reject the application for a waiver. If the Authority approves the
application for a waiver, the Authority may at any time require the issuer to disclose any information
in relation to the waiver.

Article 33: Application to Employee Share Schemes

a) Where an application for registration and offer of securities includes a distribution of shares which
are not already listed to employees through an employee share scheme, the following requirements
must be fulfilled:

1) subscription to such shares is to be restricted to directors and employees of the issuer or its
subsidiaries; and

2) the issuer must ensure that the total number of shares to be issued under the scheme does not
exceed (15%) of the paid-up capital of the issuer at any time.

Article 34: Dormant Applications

The Authority may, at its absolute discretion, cancel an application for registration and offer of
securities where such application has in the opinion of the Authority remained dormant. The effect of
such cancellation is that if the issuer then wishes to seek approval for registration and offer of the same
securities, it must make a new application in accordance with the process set out in these Rules.

Chapter 3: Conditions and Requirements for a Public Offer of Debt Instruments

Article 35: Scope and application

a) The provisions of this Chapter apply to the public offer of debt instruments, and the registration of
debt instruments offered by way of private placement for the purpose of direct listing on the
Exchange.

b) An issuer seeking to register debt instruments offered by way of private placement for the purpose
of direct listing on the Exchange must comply with the requirements of this Chapter and ensure that
there are no restrictions preventing their registration and direct listing.

Article 36: Appointment of advisors

a) Where an issuer makes an application for registration and offer of its debt instruments that requires
the production of a prospectus, the issuer must appoint financial advisor and legal advisor. The
appointment of a legal advisor is not required if the application for registration of debt instruments
offered by way of private placement for the purpose of direct listing on the Exchange is submitted
by an issuer who has securities listed on the Exchange.

b) Where an issuer whose debt instruments are listed submits an application for the voluntary
cancellation of listing pursuant to the Listing Rules, the issuer must appoint financial advisor and
legal advisor.

c) The Authority may, at all times, require the issuer to appoint a financial advisor, a legal advisor, or
any other advisor to advise the issuer on the application of the provisions of the Capital Market

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 Law, its Implementing Regulations, the Exchange Rules or the Companies Law or its Implementing
Regulations

d) Where a legal advisor (if any) or a financial advisor gives advice to an issuer in relation to the
application for registration and offer of its securities or any matter related to the application of these
Rules, the Capital Market Law, its Implementing Regulations or the Exchange Rules, it must ensure
that it gives appropriate advice in accordance with the rules of its profession.

e) The representative of the holders of debt instruments must carry out its work professionally,
diligently, and with due care taking into account the holders' interests and rights, and in accordance
with the rules of its profession.

Article 37: Requirements and obligations of the financial advisor

a) The financial advisor must be authorised by the Authority to carry out arranging activities and any
other securities business related to the services which the financial advisor agreed with the issuer
to provide.

b) Upon an application to the Authority of an issuer for registration and offer of debt instruments, the
financial advisor must:

1) be the main point of contact for the Authority in relation to the application for registration and
offer of debt instruments;

2) satisfy itself, having conducted due diligence and made enquiry from the issuer and its
advisors, and after conducting the necessary study and investigations through the issuer and
its advisors, that the issuer has satisfied all conditions required for registration, offer, and the
listing of debt instruments and has satisfied all other matters required by the Capital Market
Authority;

3) provide to the Authority any information or clarifications in such form and within such time
limit as the Authority may require for the purpose of verifying whether the financial advisor
and the issuer have complied with the Capital Market Law, its Implementing Regulations or
the Exchange Rules;

4) ensure that all the relevant services required by these Rules with due care and skill are
provided, and ensure - based on a reasonable opinion based on adequate investigations and
professional experience - that the issuer has satisfied all relevant requirements for the
registration and offer of debt instruments including provisions regarding the prospectus;

5) ensure that reasonable steps are taken to satisfy itself that the directors of the issuer understand
the nature and extent of their responsibilities under the Capital Market Law, its Implementing
Regulations, and the Exchange Rules, and ensure - based on a reasonable opinion based on
adequate investigations and professional experience - that the directors of the issuer have
established adequate procedures, controls and systems which enable the issuer to comply with
the requirements of the Capital Market Law, its Implementing Regulations, and the Exchange
Rules;

6) ensure - based on a reasonable opinion based on adequate investigations and professional

experience - that all matters known to the financial advisor which should be taken into account
by the Authority when considering the application for registration and offer of debt
instruments have been disclosed to the Authority; and

7) ensure that the issuer has obtained letters of consent from all its advisors for the use of their
names, logos, and statements in the prospectus.

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c) In the event that the offer is made by a special purposes entity, the financial advisor shall, upon
submitting an application to the Authority for offering and registering debt instruments, comply
with the following:

1) be the main point of contact with the Authority in relation to the application;

2) satisfy itself, having conducted due diligence and made enquiry from the special purposes
entity, the sponsor and their advisors, that the sponsor and the special purposes entity have
satisfied all conditions required for registration, offer, and the listing of debt instruments and
has satisfied all other matters required by the Capital Market Authority;

3) provide to the Authority any information or clarifications in such form and within such time
limit as the Authority may require for the purpose of verifying whether the financial advisor,
the special purposes entity, and the sponsor have complied with the Capital Market Law, its
Implementing Regulations or the Exchange Rules;

4) ensure that all the relevant services required by these Rules are provided with due care and
skill, and ensure - based on a reasonable opinion based on adequate investigations and
professional experience - that the sponsor and the special purposes entity have satisfied all
relevant requirements for the registration and offer of debt instruments including provisions
regarding the prospectus;

5) ensure that reasonable steps are taken to satisfy itself that the directors of the sponsor and the
directors of the special purposes entity understand the nature and extent of their responsibilities
under the Capital Market Law, its Implementing Regulations, and the Exchange Rules, and
ensure - based on a reasonable opinion based on adequate investigations and professional
experience - that the directors of the sponsor and the directors of the special purposes entity
have established adequate procedures, controls, and systems which enable the sponsor and the
special purposes entity to comply with the requirements of the Capital Market Law, its
Implementing Regulations, and the Exchange Rules.

6) ensure - based on a reasonable opinion based on adequate investigations and professional

experience - that all matters known to the financial advisor which should be taken into account
by the Authority when considering the application for registration and offer of debt
instruments have been disclosed to the Authority; and

7) ensure that the issuer has obtained letters of consent from all the advisors for the use of their
names, logos, and statements in the prospectus.

Article 38: Requirements and obligations of the legal advisor

a) The legal advisor must be licensed to practice law in the Kingdom.

b) Upon an application to the Authority of an issuer for registration and offer of debt instruments, the
legal advisor must:

1) ensure - in consultation with the financial advisor in relation to the requirements of the Capital
Market Law, its Implementing Regulations and the Exchange Rule - that it has advised the
issuer on the content of the legal sections of the prospectus, and that it has conducted the
additional study and investigations that as it considers appropriate; and

2) ensure - in consultation with the financial advisor in relation to the requirements of the Capital
Market Law, its Implementing Regulations, and the Exchange Rule - that there is no material
matter of noncompliance by the issuer with the requirements of the Capital Market Law, its
Implementing Regulations and the Exchange Rules that the legal advisor should have been

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 aware of in its advisory capacity, including the requirements related to the content of the
prospectus.

Article 39: Representative of the holders of the debt instruments

The issuer must appoint a Capital Market Institution licensed by the Authority to represent the holders
od debt instruments.

Article 40: Conditions and requirements for a public offer of debt instruments
a) An issuer seeking to register and offer its debt instruments must submit an application to the
Authority which contains the information required in Annex (11) of these Rules.

b) The approval of the application for registration and offer of debt instruments will only be given by
the Authority if:

1) the Authority has received notification from the Exchange of the Exchange's conditional
approval of the corresponding application for listing pursuant to the Listing Rules;

2) the conditional approval mentioned under sub-paragraph (1) of this paragraph has not been
withdrawn by the Exchange; and

3) the Authority is satisfied that the information contained in the prospectus is complete and
fulfils the requirements of the Capital Market Law and its Implementing Regulations.

c) The Authority will review the application within (20) days of receiving all information and
documentation required pursuant to these Rules. The commencement of the period is not subject to
the Authority’s receipt of the notification referred to in subparagraph (1) of paragraph (b) of this
Article provided that the notification must be submitted to the Authority prior to the end of the
review period, otherwise the Authority may extend the review period for a term not exceeding (10)
days from the date of receipt of the notification.

d) If, having reviewed the application, the Authority considers that the proposed offer of debt
instruments may not be in the interest of the investors or may result in a breach of the Capital Market
Law, its Implementing Regulations or the Exchange Rules, then it may take any of the following
actions:

1) carry out any enquiries which it considers appropriate;

2) require the issuer or its representative to appear before the Authority to answer questions and
explain any matters that the Authority considers relevant to the application. In case the issuer
is a special purposes entity, the Authority may require the entity or its representative and the
sponsor or its representative to appear before the Authority to answer questions and explain
any matters that the Authority considers relevant to the application;

3) require the issuer or third parties to provide additional information or to confirm, in such
manner as the Authority may specify, that the information provided is accurate; or

4) defer making a decision for such period as may be reasonably necessary to carry out further
study or examination.

e) If, having taken action pursuant to paragraph (d) of this Article, the Authority determines that the
offer to be made pursuant to the application may not be in the interest of the investors or may result
in a breach of the Capital Market Law, its Implementing Regulations or the Exchange Rules, the
Authority may issue a "notification" to the issuer stating that the application has not been approved,

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 or publish a "notice" prohibiting the offer, sale or transfer of title of the debt instruments to which
the application relates.

f) The approval of the application for registration and offer of debt instruments by the Authority shall
be considered as an approval of the prospectus, as applicable.

g) The prospectus must not be published and made available to the public without the approval of the
application for registration and offer of debt instruments by the Authority.

h) The Issuer and its financial advisor may, prior to obtaining the approval of the Authority, present
information on the issuer and its financial statements to a specific group of Capital Market
Institutions authorised to conduct the advice activity for the purpose of preparing research and
financial reports on the issuer, provided that such research and reports shall not be published before
obtaining the approval of the Authority for the application of registration and offer of debt
instruments.

Article 41: Publication of prospectus and formal notices

a) If the issuer does not have securities listed on the Exchange, it must publish the prospectus and
must ensure that it is made available to the public at least (14) days prior to the start of the offering.

b) If the issuer has securities listed on the Exchange, it must publish the prospectus and must ensure
that it is made available to the public at least (5) days prior to the start of the offering.

c) The prospectus and any supplementary prospectus shall be made available to the public on the
websites of the issuer, the Exchange, the Authority and the financial advisor.

d) If the pricing supplement information is not included in the prospectus or the supplementary
prospectus, the issuer must submit the pricing supplement to the Authority and ensure it is made
available to the public prior the start of the offering (whenever possible)

e) Where an issuer has published a disclosure after the publication of the prospectus in a local
newspaper, the disclosure must contain at least the following (if applicable):

1) the name and commercial registration number of the issuer, and in case the issuer is a special
purposes entity; the name and registration number of the entity and the name and commercial
registration number of the sponsor;

2) the debt instruments that are the subject of the relevant application for registration and offer
and their value, type and class;

3) the addresses and locations where the public may obtain the prospectus;

4) the date of publication of the prospectus;

5) a statement that the disclosure is for information only and does not constitute an invitation or
offer to acquire, purchase or subscribe for debt instruments;

6) the names of the arranging manager, financial advisor, legal advisor and receiving agents;

7) a statement of the total value of debt instruments that could be issued under an issuance
programme (if applicable); and

8) a disclaimer as follows:

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 “The Capital Market Authority and the Saudi Stock Exchange Company 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.”

Article 42: Dissemination of information

a) The Authority may require the publication of further information by, or impose additional
continuing obligations on, the issuer where it deems this appropriate. The Authority will notify the
issuer of its intentions in this regard and will allow representations by the issuer before imposing
any such requirements or obligations.

b) Except as permitted in paragraph (c) of this Article, information that is required to be disseminated
pursuant to these Rules must not be given to a third party before the information has been filed with
the Authority and has been published.

c) The issuer may disclose information that is required to be disseminated pursuant to these Rules
before the information has been filed with the Authority and has been published to any of the
following persons:

1) the issuer’s advisors to the extent necessary for those advisors to provide advice in relation to
these Rules;

2) the issuer’s agent employed to release the information; and

3) persons with whom the issuer is negotiating with a view to effecting a transaction or raising
finance.

d) The issuer must advise the above mentioned persons in writing that the information is confidential
and that they must not deal in the issuer’s securities (or any other related securities) before the
information has been made available to the public.

e) Where, in the opinion of the issuer, disclosure of any matter required by these Rules would be
unduly detrimental to the issuer, and omission is not likely to mislead investors with regard to facts
and circumstances, knowledge of which is essential for the assessment of the debt instruments in
question, the issuer may apply for a waiver from the relevant requirement. The issuer must in that
case provide to the Authority on a strictly confidential basis a statement of the requested waiver
together with the reasons why the issuer believes that the information should not be disclosed at
that time. The Authority may approve or reject the application for a waiver. If the Authority
approves the application for a waiver, the Authority may at any time require the issuer to disclose
any information in relation to the waiver.

f) The provisions of this Article shall apply to the sponsor if the issuer is a special purposes entity.

Article 43: Dormant applications

The Authority may, at its absolute discretion, cancel an application for registration and offer of debt
instruments where such application has in the opinion of the Authority remained dormant. The effect
of such cancellation is that if the issuer then wishes to seek approval for registration and offer of the
same debt instruments, it must make a new application in accordance with the process set out in these
Rules.

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 PART 5
Financing Transactions for Special Purposes Entity
Chapter 1: New Financing Transactions For Special Purposes Entity

Article 44: Scope and Application

This Part sets out requirements applicable to each financing transaction entered into in relation to the
issuance of a new class or series of debt instruments and its public offering by a special purposes entity.

Article 45: Approval of New Financing Transactions by the Authority

a) No financing transaction subject to the provisions of this Chapter may be entered into in relation to
the issuance of a new class or series of debt instruments by a special purposes entity without
obtaining an approval from the Authority for the financing transaction

b) A financing transaction shall meet each of the applicable transaction conditions specified in this
Part.

c) For the purposes of this Chapter, the Authority's approval may include multiple issues of debt
instruments under a single issuance program.

Chapter 2: Financing Transactions Conditions for Special Purposes Entity

Article 46: Scope and Application

a) This Part sets out the conditions that a special purposes shall ensure that they are met with respect
to a financing transaction entered into by it in relation to the issuance of a new class or series of
debt instruments.

b) A special purposes entity shall ensure that the conditions in Articles (47) to (52) of these rules are
met with respect to every financing transaction.

c) Where a special purposes entity enters into a financing transaction involving the issue of asset-
linked recourse debt instruments or asset-backed debt instruments, it shall also ensure that the
conditions in the Rules for Special Purposes Entities are met.

d) Where a special purposes entity enters into a multiple financing transaction, it shall also ensure that
the conditions in Article (53) of these Rules are met.

Article 47: Appointment of a Custodian

The special purposes entity must have a custodian in accordance with Article (32) of the Rules for
Special Purposes Entities.

Article 48: Investor Protection

The documentation associated with the financing transaction shall include appropriate arrangements to
protect the interests of investors in accordance with Article (54) of these Rules.

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Article 49: Use of Proceeds
The proceeds of issuance of the debt instruments shall be realised, held, managed (where relevant) and
invested in consistence with the disclosure made under these Rules, as applicable, and with the terms
and conditions of the debt instruments.

Article 50: Payments and Bank Accounts

Without prejudice to Article (49) of these Rules:

1) where the terms and conditions of the debt instruments provide for such payments to be made to
the special purposes entity, all payments made by or on behalf of investors on subscription for debt
instruments of a special purposes entity shall be received into the account of the designated bank;

2) all payments made by the special purposes entity shall be realised and made in accordance with
these Rules, all applicable laws and regulations, the by-laws of the special purposes entity and the
terms and conditions of the debt instruments issued by the special purposes entity; and

3) where the terms and conditions of the debt instruments provide for such payments to be made by
the special purposes entity to the investors, all payments made shall be paid from an account of
special purposes entity.

Article 51: Investments

Without prejudice to Article (49) of these Rules, all investments made by the special purposes entity
shall be subject, monitored, managed (where applicable) and realised in accordance with the Rules for
Special Purposes Entities, all applicable laws and regulations, the by-laws of the special purposes entity
and the terms and conditions of the debt instruments issued by the special purposes entity.

Article 52: Enforceability

Each financing contract entered into by the special purposes entity in relation to a financing transaction
shall be:

1) legal, valid and binding on each party to it insofar as relevant to the interests of investors, except as
clearly disclosed in the prospectus or private placement offering document; and

2) consistent with the disclosure provided under these Rules, as applicable.

Article 53: Multiple Financing Transactions

The sponsor shall be able to demonstrate to the Authority that adequate legal safeguards are in place to
ensure that investors in a financing transaction are not at risk of losses arising from the liability of the
special purposes entity under any other financing transaction to which the special purposes entity is
party, unless the transaction is a part of a financing transaction and it was clearly disclosed in the
prospectus or private placement offering document, as applicable.

Chapter 3: Investors Protection

Article 54: Investors Protection

a) The documentation associated with the financing transaction shall include adequate protections for
holders of debt instruments issued by the special purposes entity. This shall include at a minimum
the arrangements set out in this Article.

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b) The documentation associated with the financing transaction shall include a valid, legally binding
and irrevocable arrangement enabling holders of debt instruments, acting by a majority of the
holders (by par value) eligible to vote of each class of holders of debt instrument issued by the
special purposes entity, to compel the special purposes entity:

1) to act in accordance with the instructions of the holders in relation to the financing transaction
to which their debt instruments relate; and

2) to repay all rights and claims of the special purposes entity with respect to the financing
transaction.

c) Neither the sponsor nor any affiliate of it, nor any person acting on behalf of the sponsor, may
exercise any voting rights with respect to debt instruments issued to it in a meeting of holders of a
class of debt instruments.

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 PART 6
Capital Alteration
Chapter 1: Capital Increase for Issuers of Listed Shares

Article 55: Scope and Application

a) The purpose of this Part is to regulate the issuance, registration and offering or cancelation of shares
as a result of a capital alteration of an issuer whose shares are listed on the Main Market.

b) The Special purposes entities shall not be subject to the provisions of this Part.

c) A foreign issuer whose shares are listed on the Main Market pursuant to the Listing Rules shall not
be subject to the provisions of this Part.

Article 56: Application Submission for Capital Increase of Issuers of Listed Securities
and Supporting Documents
Where an issuer wishes to register and offer new shares of a class already listed by raising its capital,
either by way of rights issue, share issuance with the suspension of preemptive rights, capitalisation
issue, debt conversion, acquisition of a company or asset purchase, it must obtain the Authority’s
approval prior to calling for the issuer’s extraordinary general assembly meeting. The approval of the
extraordinary general assembly of the issuer must be obtained within six months of the approval of the
Authority. If the assembly’s approval is not obtained during such time, the Authority’s approval shall
be deemed to be cancelled and the issuer will be required to resubmit its letter of application if it still
wishes to increase its capital.

Article 57: Conditions and Requirements Applicable to a Rights Issue or Capital

Increase with the Suspension of Preemptive Rights
a) In addition to any other applicable requirements under Article (26) of these Rules, where an issuer
wishes to submit an application for registration and offer of securities to the Authority in respect of
a rights issue or for registration and offer of securities for capital increase with the suspension of
preemptive rights, the following conditions must be satisfied:

1) details of the proceeds of any previous rights issues or previous share issuances with the
suspension of preemptive rights must be provided and such details must be compared with the
disclosure made under the previous relevant prospectus; and

2) details of any qualifications made in the audited financial statements for the preceding
financial year must be provided.

b) The increase of capital with the suspension of preemptive rights shall not exceed, for each issue,
(15%) of the issuer's capital, and the offer of the shares of a capital increase with the suspension of
preemptive rights shall be limited to investors of the categories of qualified clients and institutional
clients.

c) Investors, who own the shares of a capital increase with the suspension of preemptive rights, must
not dispose of such shares during a period of six months following their listing date.

d) The issuer must submit to the Authority after the approval of an application for registration and
offer of securities for capital increase with the suspension of preemptive rights and before listing
such securities an electronic copy of the list of shareholders and shares allocated to them, and the
issuer must maintain the original copy of this document and submit it to the Authority at request.

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e) Where the offer is not completed by the prescribed offer end date specified in a prospectus for the
share issuance with the suspension of preemptive rights, the financial advisor must provide the
Authority within ten days of the offer end date with a notification in writing signed by the financial
advisor confirming that the offer has not completed. The financial advisor may, in consultation with
the issuer, extend the period of the offer before the end date of the offer, and the investors of the
categories of qualified clients and institutional clients who has subscribed to the shares prior to the
extension of the offer period may cancel or amend their subscriptions.

f) The issuer must, in the event of any discrepancy of (5%) or more between the actual use of the
proceeds from a rights issue or a share issuance with the suspension of preemptive rights and the
planned use of proceeds that was disclosed in the relevant prospectus, disclose such discrepancy to
the public as it becomes aware of such discrepancy.

Article 58: Conditions and Requirements Applicable to a Capitalisation Issue

Where an issuer wishes to increase its capital by way of a capitalisation issue it must submit to the
Authority a letter of application that includes the minimum information set out in Annex (24) of these
Rules.

Article 59: Conditions and Requirements Applicable to Capital Increase Through Debt
Conversion
a) In addition to any other applicable requirements under Article (26) of these Rules, where an issuer
wishes to increase its capital by way of a debt conversion, the issuer must submit the following
documents to the Authority:

1) a statement of the origin and amount of the debt; signed and certified by the board of directors
and the auditors of the issuer; and

2) a legal review report and a legal opinion issued by the issuer's legal advisor on the extent to
which the debt conversion transaction complies with the relevant laws.

b) Where an issuer wishes to increase its capital by way of a debt conversion it must produce a circular
for its shareholders stating the information required to enable the shareholders to make an informed
vote at the relevant extraordinary general assembly. This circular shall include, but is not limited to
the items set out in Annex (19) of these Rules.

c) The shareholders’ circular - submitted to the Authority in respect of a request of a capital increase
by way of a debt conversion- must be produced in Arabic and be annotated in the margin to indicate
where the information required by the applicable paragraphs of these Rules have been included and
any changes from any previous drafts must be clearly marked. Each draft shareholders’ circular
must indicate the draft number and date of submission on its cover page.

Article 60: Conditions and Requirements Applicable to a Capital Increase to Acquire a

Company or Purchase an Asset
In addition to any other applicable requirements under Article (26) of these Rules, where the purpose
of a capital increase is to acquire a company or purchase an asset, the following requirements must be
complied with as applicable:

1) The issuer must submit to the Authority a report prepared by the issuer’s financial advisor
comprising the issuer’s valuation and a valuation of the target company to be acquired or the
asset to be purchased.

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 2) The issuer must submit to the Authority a financial due diligence report and a legal due
diligence report issued by the legal advisor for the target company to be acquired or assets to
be purchased.

3) The issuer must produce a circular for its shareholders stating the information required to
enable the shareholders to make an informed vote at the extraordinary general assembly. This
circular shall include, but is not limited to the items set out in Annex (20) of these Rules.

4) The shareholders’ circular –submitted to the Authority in respect of a request of a capital

increase to acquire a company or purchase an asset– must be produced in Arabic and be
annotated in the margin to indicate where the information required by the applicable
paragraphs of these Rules have been included and any changes from any previous drafts must
be clearly marked. Each draft shareholders’ circular must indicate the draft number and date
of submission on its cover page.

Chapter 2: Capital Reduction for Issuers of Listed Shares

Article 61: Conditions and Requirements Applicable to a Capital Reduction

a) Where an issuer wishes to reduce its share capital, it must submit to the Authority a letter of
application that includes the minimum information set out in Annex (25) of these Rules, for the
Authority's approval prior to obtaining the approval of the relevant extraordinary general assembly
of the issuer on the capital reduction. The application must be accompanied by the following:

1) the letter of appointment for the financial advisor;

2) the letter of appointment for the legal advisor (if any);

3) an external auditor’s report on the reasons for the capital reduction and the impact of the capital
reduction on the issuer's liabilities;

4) the proposed method of capital reduction and the expected effect of such reduction;

5) a copy of the shareholders' circular as per paragraph b) below; and

6) any other documentation as may be required by the Authority.

b) Where an issuer wishes to reduce its share capital, it must also produce a circular for its shareholders
stating the information required to enable the shareholders to make an informed vote at the relevant
extraordinary general assembly. This circular shall include, but is not limited to, the following:

1) the general structure of the proposed reduction in share capital;

2) the rationale behind the proposed reduction in share capital, including a reasoned discussion
from management in this regard;

3) the risk factors related to the proposed reduction in share capital;

4) the proposed timing of the process; and

5) a statement from the directors of the issuer confirming that in the board's view, the proposed
reduction in share capital is in the best interests of the issuer and the shareholders.

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c) The shareholders’ circular - submitted to the Authority in respect of a capital reduction request -
must be produced in Arabic language and be annotated in the margin to indicate where the
information required by the applicable paragraphs of these Rules have been included and any
changes from any previous drafts must be clearly marked. Each draft shareholders’ circular must
indicate the draft number and date of submission on its cover page.

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 PART 7
Continuing Obligations
Chapter 1: Disclosures

Article 62: Scope and Application

a) The purpose of this Part is to regulate the continuing obligations of issuers whose securities are
listed on the Main Market.

b) Provisions of Article (63) , paragraphs (1), (2), (3), (6), (10), (11), (12), (13), (14), (15), (16), (26),
(27), (28) and (29) of paragraph (a) of Article (65), paragraphs (a) and (e) of Article (66) , and
Articles (67), (69) and (71) of these Rules shall apply to the sponsor.

c) Provisions of paragraphs (4), (30) and (31) of paragraph (a)of Article (65) of these Rules shall only
apply to the sponsor, in case the issuer is a special purposes entity.

d) Provisions of Article (70), Article (72), and paragraph (b) of Article (71) of these Rules shall not
apply to the issues made by a special purposes entity.

e) A foreign issuer whose shares are listed on the Main Market pursuant to the Listing Rules shall be
subject to the provisions of Article (63), Article (64), and paragraphs (1), (2), (3), (4), (5), (6), (7),
(8), (9), (10), (11), (12), (13), (14), (15), (16), (26), (27), (28), (29), (30), (31), (32), (33) and (34)
of paragraph (a) of Article (65), sub-paragraph (1) of paragraph (a) and paragraphs (b) and (e) of
Article (66), Article (67) , Article (68) , Article (69) , Article (70) and Article (71) of these Rules.

Article 63: Complete, Clear, Accurate and not Misleading Disclosures

a) All disclosures made by an issuer must be complete, clear, accurate and not misleading and shall
comply with the means of disclosure specified by the Exchange in the Listing Rules.

b) Where, in the opinion of the issuer, disclosure of any matter required by these Rules would be
unduly detrimental to the issuer, and omission is not likely to mislead investors with regard to facts
and circumstances, knowledge of which is essential for the assessment of the securities in question,
the issuer may apply for a waiver from the relevant requirement or otherwise request to delay the
disclosure. The issuer must in that case provide to the Authority on a strictly confidential basis a
statement of the requested waiver or delay together with the reasons why the issuer believes that
the information should not be disclosed at that time. The Authority may approve or reject the
application for a waiver or delay. If the Authority approves the application for a waiver or delay,
the Authority may at any time require the issuer to disclose any information in relation to the waiver
or delay.

c) All information and material developments stated in this Chapter shall be deemed confidential until
they are disclosed. Before disclosing such information and material developments, the issuer shall
be prohibited from communicating such information to parties not bound by a confidentiality
obligation and an obligation to protect such information. An issuer must also take all necessary
steps to prevent the leakage of any information and material developments before disclosing them
as described in the Listing Rules.

d) An issuer must determine the need to publish a disclosure to the public in response to rumours
related to any material developments, and the Authority may require such publication to be made
by the issuer as it sees appropriate.

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Article 64: Obligation to Disclose Material Developments
a) An issuer must disclose to the Authority and the public without delay any material developments
in its sphere of activity which are not public knowledge, and which may affect the assets and
liabilities or financial position or the general course of business of the issuer or its subsidiaries and
which may reasonably lead to movements in the price of the issuer's listed securities or significantly
affect an issuer’s ability to meet its commitments in respect of listed debt instruments.

b) Exception from paragraph (a) of this Article, if the issuer is a special purposes entity, the special
purposes entity shall disclose to the Authority and the public without delay any material
developments that fall within the scope of its activity and the knowledge of which is not available
to the general public, and which may affect the assets or liabilities of the special purposes entity
and can reasonably lead to a change in the price of the listed securities or have a significant impact
on the ability of the special purposes entity to meet its debt instrument related obligations.

c) In determining whether a development falls within the scope of this Article, an issuer must assess
whether a prudent investor would be likely to consider information about the development in
making his investment decisions.

Article 65: Disclosure of Specific Events

a) The issuer must immediately and without delay disclose to the Authority and the public any of the
following developments (regardless of whether or not they qualify as "material" under Article (64)
of these Rules):

1) any transaction to purchase, sell, lease or mortgage an asset at a price equal to or greater than
(10%) of the net assets of the issuer according to the latest reviewed interim financial
statements or audited annual financial statements, whichever is later;

2) any debt outside the issuer’s ordinary course of business, of a value equal to or greater than
(10%) of the issuer’s net assets; according to the latest reviewed interim financial statements
or audited annual financial statements, whichever is later;

3) any losses equal to or greater than (10%) of the issuer’s net assets; according to the latest
reviewed interim financial statements or audited annual financial statements, whichever is
later;

4) any significant change in the issuer’s production environment or activity including (but not
limited to) the availability of resources and the possibility of obtaining them;

5) any changes in the composition of the directors, the audit committee or to CEO’s position of
the issuer, and in case the issuer is a special purposes entity, any changes in the composition
of the directors, the audit committee or to CEO’s position of the sponsor and the special
purposes entity;

6) any dispute including any litigation, arbitration, or mediation where the value involved is
equal to or greater than (5%) of the net assets of the issuer according to the latest reviewed
interim financial statements or audited annual financial statements, whichever is later;

7) any judicial decision issued against the board or any of the directors where the subject of the
decision involved relates to the business of the board or any of the directors in the issuer;

8) the increase or decrease in the net assets of the issuer equal to or greater than (10%) according
to the latest reviewed interim financial statements or audited annual financial statements,
whichever is later;

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9) the increase or decrease in the gross profit of the issuer equal to or greater than 10% according
to the latest audited financial statements;

10) the entering into, or the unexpected termination of, any contract with revenues equal to or
greater than (5%) of the gross revenues of the issuer according to the latest audited annual
financial statements;

11) any transaction between the issuer and a related party or any arrangement through which the
issuer and a related party invest in any project or asset or provide financing therefore if this
transaction or arrangement is equal to or greater than (1%) of the gross revenues of the issuer
according to the latest audited annual financial statements;

12) any interruption in the principal activities of the issuer or its subsidiaries equal to or greater
than (5%) of the gross revenues according to the latest audited annual financial statements;

13) any changes in the issuer’s articles of association or the location of the issuer’s principal
office;

14) any change in its external auditors;

15) the presentation of any winding-up petition, the making of any winding-up order or the
appointment of a liquidator in respect of the issuer or its affiliates under the Companies Law,
or under any regulations applicable to a foreign issuer whose shares are listed on the Main
Market in accordance with the Listing Rules including the commencement of any
proceedings under the Bankruptcy Regulations;

16) the passing of a resolution by the issuer or its affiliates that it be dissolved or liquidated, or
the occurrence of an event or termination of a period of time which would require the issuer
to be put into liquidation or dissolution;

17) Upon the issuance of any recommendation or a resolution by the person of authority in the
issuer to submit an application to the court for commencing any of the bankruptcy procedures
under the Bankruptcy Law, with a statement of its impact on the issuer's financial position or
the general course of its business;

18) Upon receiving a notification from the court regarding others registering an application with
the court for commencing a financial restructuring procedure or commencing the liquidation
procedure or the administrative liquidation procedure for the issuer in accordance with the
Bankruptcy Law, with a statement of its impact on the issuer's financial position or the general
course of its business;

19) Upon registering an application with the court for commencing any of the bankruptcy
procedures for the issuer in accordance with the Bankruptcy Law, with clarification of the
subsequent steps and durations therefor and a statement of its impact on the issuer's financial
position or the general course of its business;

20) Upon the issuance of the court's decision (first instance or final) ordering the commencement
of any of the bankruptcy procedures for the issuer in accordance with the Bankruptcy Law,
with clarification of the subsequent steps and durations therefor and a statement of its impact
on the issuer's financial position or the general course of its business;

21) Upon the issuance of the court's decision (first instance or final) rejecting the application of
commencing any bankruptcy procedures for the issuer in accordance with the Bankruptcy
Law, or rejecting any of them and commencing the appropriate bankruptcy procedure, with

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 a statement of the reasons for such rejection and a statement of its impact on the issuer's
financial position or the general course of its business;

22) Upon the issuance of the court's decision (first instance or final) terminating the financial
restructuring procedure or the protective settlement procedure for the issuer in accordance
with the Bankruptcy Law, or terminating any of them and commencing the appropriate
bankruptcy procedure in accordance with Bankruptcy Law with a statement of its impact on
the issuer's financial position or the general course of its business;

23) Objecting before the competent court regarding the commencing or rejecting of the
commencement of any bankruptcy procedures under the Bankruptcy Law, or the termination
or non-termination of the protective settlement procedure or the financial restructuring
procedure under the Bankruptcy Law with a statement of its impact on the issuer's financial
position or the general course of its business;

24) Upon the issuance of the court’s decision in the objection referred to in paragraph (23) of
paragraph (a) of this Article to affirm or reverse the Court decision and to adjudicate the case
under the Bankruptcy Law with a statement of its impact on the issuer's financial position or
the general course of its business;

25) Any material developments included in the reports the issuer provides during the commenced
bankruptcy procedures in accordance with the Bankruptcy Law with a statement of its impact
on the issuer's financial position or the general course of its business, unless the officeholder,
the bankruptcy committee or the competent authority decides that such developments are
confidential according the Implementing Regulation of the Bankruptcy Law;

26) the making of any judgement, decision, order or declaration by a court or judicial body,
whether at first instance or on appeal, which may adversely affect the issuer’s utilisation of
any portion of its assets which in aggregate value represents a value in excess of (5%) or more
of the net assets of the issuer according to the latest reviewed interim financial statements or
audited annual financial statements, whichever is later;

27) the call for convening a general or special assembly and its agenda;

28) the outcome of the general or special assembly;

29) any proposed change in the capital of the issuer, with a statement of its impact on the holders
of convertible debt instruments (as applicable);

30) any decision to declare, recommend to declare or pay dividends or to make any other
distributions to the holders of its listed securities;

31) any decision or a recommendation not to pay dividends which would otherwise have been
expected to have been paid;

32) any decision to call, repurchase, draw, redeem or propose to buy any of its securities and the
total amount and value thereof;

33) any decision not to make payment in respect of debt instruments or convertible debt
instruments; or

34) any change in the rights attaching to any class of listed shares or to the debt instruments
convertible to such shares.

35) Any breach of the terms and conditions of the debt instruments

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 36) If the issuer is a special purposes entity, any court proceedings taken or threatened against
the special purposes entity, any criminal or disciplinary procedures or sanctions to be inflicted
on or likely to be inflicted on the special purposes entity.

37) If the issuer is a special purposes entity, any court proceedings taken or threatened against
members of the board of directors of a special purposes entity, any criminal or disciplinary
proceedings or sanctions to be inflicted on or likely to be inflicted on members of the board
of directors of the special purposes entity, If the subject matter of the procedure or sanction
relates to the work of the Board of Directors or one of its members in the Special purposes
entity.

b) Subparagraphs (27), (28) and (29) of paragraph (a) of this Article shall not apply where the issuer
is a special purposes entity.

c) Subparagraphs (27) and (28) of paragraph (a) of this Article shall not apply on the issuer of debt
instruments listed on the Exchange if the issuer does not have shares listed on the exchange.

Article 66: Disclosure of Financial Information

a) The annual financial statements and the first, second, and third interim financial statements of an
issuer must be disclosed to the Authority and the public upon their approval and prior to their
publication to shareholders or third parties. Where the issuer is a special purposes entity, such entity
must disclose its annual financial statements to the Authority and the public upon their approval
and prior to publishing it to third parties. For the purposes of this Article:

1) interim financial statements are approved after being (a) approved by the board of directors
and (b) signed by (i) a director authorised by the board of directors, (ii) by the CEO and (iii)
the CFO; and

2) annual financial statements are approved in accordance with the provisions of the Companies
Law and the Corporate Governance Regulations. Where the issuer is a special purposes entity,
the financial statements of such entity are approved after being approved by the entity’s board
of directors.

b) The issuer shall disclose its interim and annual financial statements through the electronic system
specifically designated for such purpose by the Exchange.

c) The issuer must prepare its interim financial statements in accordance with the accounting and
auditing standards adopted by SOCPA, and disclose them to the public within a period not
exceeding (30) days after the end of the financial period included in such financial statements.

d) The issuer must prepare its annual financial statements in accordance with the accounting and
auditing standards adopted by SOCPA, and disclose them to the public within a period not
exceeding three months after the end of the annual financial period included in such financial
statements. The issuer must disclose these annual financial statements not less than (21) calendar
days before the date of convening the issuer’s annual general assembly. Where the issuer is a special
purposes entity, the disclosure to the public shall be within a maximum period of (3) months after
the end of the annual financial period included in such statements.

e) The certified public accountant or the accounting firm that audits the issuer’s financial statements
must be registered with the Authority in accordance with the Rules for Registering Auditors of
Entities Subject to the Authority's Supervision, and the issuer must ensure that the certified public
accountant or the accounting firm that audits its financial statements and any of their partners
comply with the SOCPA rules and regulations in relation to the ownership of shares or securities

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 of the issuer or any of its subsidiaries in order to ensure the independency of the certified public
accountant or the accounting firm and any partner or employee of that firm.

f) If the issuer is a special purposes entity, the sponsor shall provide the special purposes entity of its
interim and annual financial statements and the report of the board of directors in a timely manner
to enable the special purposes entity to fulfill its obligations under this article.

g) In the event where the issuer is a foreigner whose shares are listed on the Main Market in accordance
with the Listing Rules, it shall prepare its interim and annual financial statements in accordance
with international standards issued by the International Accounting Standard Board. For the
purposes of this paragraph, the interim and annual financial statements shall be disclosed as follows:

1) In respect of the interim financial statements; disclosure shall be made to the public within a
period not exceeding (30) days after the end of the financial period included in such financial
statements.

2) In respect of the annual financial statements; disclosure shall be made to the public within a
period not exceeding (3) months of the end of the annual financial period mentioned in those
statements, and must disclose such financial statements within a period not less than (21)
calendar days prior to the date of its annual general assembly.

Article 67: Board of Directors' Report

The issuer must provide the Authority with, and disclose to the shareholders, within three months from
the end of the financial year, a report issued by the board of directors containing the required information
pursuant to the Corporate Governance Regulations and including a review of the operations of the issuer
during the last financial year and of all relevant factors affecting the issuer’s business which an investor
requires to assess the assets, liabilities and financial position of the issuer.

Article 68: Duties of Directors and Senior Executives

The directors and senior executives of an issuer must exercise their powers and carry out their duties in
such a way as to serve the interests of the issuer.

Article 69: Provision of Documents to the Authority

The issuer must send copies to the Authority of any notices, documents or information that are sent or
otherwise made available to its shareholders, unless they were disclosed on the Exchange.

Chapter 2: Restrictions on Dealings

Article 70: Dealings by Substantial Holders of Shares and Convertible Debt Instruments

a) Any person must notify the Exchange if such person becomes the owner of, or is interested in, (5%)
or more of any class of voting shares or convertible debt instruments of the issuer at the end of the
third trading day following the execution of the transaction or the occurrence of the event which
results such ownership or interest; The person notification to the Authority shall also include a list
of persons, in which those persons, have an interest in the shares or convertible debt instruments
which they own or control".

b) The person referred to in paragraph (a) of this Article must notify the Exchange in the event of any
change to the list of persons referred to in paragraph (a) of this Article including any event which
requires the inclusion of a person to that list or the exclusion of any person who has been previously

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 included in that list. Such notification must be made at the end of the third trading day following
the occurrence of the relevant event.

c) For the purposes of this Article, a person's notification to the Exchange pursuant to paragraph (a)
of this Article, regarding its ownership or interest in (5%) or more of any class of voting shares of
the foreign issuer whose shares are listed on the Main Market in accordance with the Listing Rules,
limited to those listed in the Main Market pursuant to the Listing Rules.

d) For the purposes of this Article, in calculating the total number of shares or convertible debt
instruments in which a person is interested, that person will be deemed to be interested in any shares
or convertible debt instruments owned by or controlled by any of the following persons:

1) a relative of that person;

2) a company controlled by that person; or

3) any other persons with which that person has agreed to act in concert to acquire an interest in
or exercise voting rights in the shares or in the convertible debt instruments of the issuer.

e) The notices referred to in this Article shall be in accordance with the form prepared for this regard.
The notice referred to in paragraph (a) of this Article must contain at least the following
information:

1) the names of the persons who own or have the right to dispose of the subject shares or
convertible debt instruments;

2) details of the ownership process; and

3) details of any loans or financial support for the ownership process that the person has received
from any other persons.

Article 71: Dealings of Directors and Senior Executives

a) The directors, senior executives or audit committee members of the issuer and any of their
associates may not deal in any securities of the issuer during the following periods:

1) during the (15) calendar days preceding the end of the financial quarter and until the date of
the disclosure of the reviewed interim financial statement of the issuer that is required to be
disclosed pursuant to paragraph (a) of Article (66) of these Rules; and

2) during the (30) calendar days preceding the end of the financial year and until the date of
disclosing the issuer’s audited annual financial statements, or the interim financial statements
for the fourth quarter if the issuer has disclosed them after reviewing them and fulfilling the
requirements of Article (66) of these Rules.

b) The prohibition referred to in paragraph (a) of this Article shall not apply to exercising the
subscription's right in rights issues and the sale of such rights.

c) Upon termination of a director's membership in the board of directors or director's dismissal from
the board of directors, termination of any of the audit committee's membership, or resignation of
any of senior executives of the issuer during any of the periods referred to in paragraph (a) of this
Article, this period (where applicable) shall apply to the director, audit committee's member, or
senior executive, and any of their associates.

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Article 72: Restrictions on Shares

a) The substantial shareholders in the issuer shown in the prospectus or registration document as
owners of the issuer's shares must not dispose any of their shares during a period of six months
from the date on which the issuers shares' trading first commences on the Exchange, except where
the issuer states a longer lock up period in the prospectus or registration document.

b) If the registered owner specified in the prospectus or registration document is different to the
beneficial owner, then the beneficial owner must undertake that the registered holder shall not
dispose any of such shares for a period of six months from the date on which trading in the shares
first commences on the Exchange. A person shall be treated as a beneficial owner of shares if he
has the ultimate beneficial ownership or control of the shares, whether through a chain of companies
or otherwise.

c) Shares granted to the persons described in paragraph (a) of this Article-during the lock-up period-
as a result of a capital increase by way of a capitalisation issue must not be disposed until lock-up
period described in paragraphs (a), and (b)of this Article is lifted.

Chapter 3: Restrictions on Offering Convertible Debt Instruments Outside the

Kingdom

Article 73: Restrictions on Offering Convertible Debt Instruments Outside the Kingdom

Where an issuer with shares listed on the Exchange wishes to offer convertible debt instruments outside
the Kingdom, the number of shares into which convertible debt instruments may be converted shall not
exceed 15% of the issuer’s total number of shares

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 PART 8
Offer or Registration in Parallel Market
Article 74: Scope and Application

a) The purpose of this Part is to regulate the registration and offering of shares on the Parallel Market
beside regulating the registration of shares in the Parallel Market.

b) Shares may not be offered in the Parallel Market or registred unless pursuant to this Part.

c) The Instructions of Book Building Process and Allocation Methods in Initial Public Offerings shall
not apply to shares offerings conducted under these Rules.

d) The offer, under this Part, shall be limited to the categories of qualified investors, and the financial
advisor of the issuer is responsible for ensuring compliance with this paragraph.

e) In all cases, Capital Market Institutions shall ensure that their clients of qualified investors are aware
of the risks involved in subscribing of shares offered in the Parallel Market.

Article 75: Appointment of Representative of the Issuer

a) The issuer must appoint two representatives, one of whom must be a director and the other must be
a senior executive, to act as its representatives before the Authority for all purposes relating to the
Capital Market Law, the Companies Law, their implementing regulations, other relevant laws and
these Rules.

b) The issuer must provide details in writing of how its representatives may be contacted including
office, mobile number, and electronic mail address.

c) The issuer and its representatives, referred to in paragraph (a) of this Article, must provide the
Authority, without delay, with all the information, clarifications, books, records and forms that the
Authority requests from them, for the purpose of implementing the Capital Market Law, the
Companies Law, their Implementing Regulations, other relevant laws and these Rules, which must
be complete, clear, correct, and not misleading.

Article 76: Appointment of Advisors

a) Where an issuer makes an application for registration and offering of shares in the Parallel Market
or the registration of its shares that requires the production of a prospectus, shareholders' circular
or the registration document (where applicable), the issuer must appoint a financial advisor
authorised by the Authority to carry out arranging activities and any other securities activities
related to the agreed services to be provided.

b) The financial advisor, who is appointed pursuant to paragraph (a) of this Article, is subject to the
obligations set out under paragraphs (b) and (c) of Article (21) of these Rules, and the reference to
Annex (22) shall be replaced with Annex (27).

c) Where an issuer whose shares are listed on the Parallel Market undertakes a voluntary cancellation
of listing, the issuer must appoint a financial advisor.

d) Where an issuer whose shares are listed on the Parallel Market submits an application to reduce its
capital, the issuer must appoint a financial advisor.

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e) The financial advisor and the legal advisor (if any) shall take into account the principles of the
profession when providing advice to the issuer on the application for registration and offer of its
securities, the registration of its shares in the Parallel Market or complying with Capital Market
Law and its implementing regulations and Exchange Rules.

f) The Authority may, at all times, require the issuer to appoint a financial advisor, a legal advisor, or
any other advisor to advise the issuer on the application of the provisions of the Capital Market
Law, its Implementing Regulations, the Exchange Rules or the Companies Law or its Implementing
Regulations.

Article 77: Approval of the Issuer

An issuer may not make a Parallel Market offer of shares or registration unless the issuer has obtained
all necessary corporate approvals required pursuant to its bylaws, the Companies Law and its
Implementing Regulations.

Article 78: Conditions for an Issuer

a) An issuer applying to the Authority to register its shares and offer them by way of a Parallel Market
Offer or for the registration of its shares in the Parallel Market must meet the following conditions:

1) The issuer must be a joint stock company.

2) The issuer must have been carrying on, either by itself or through one or more of its
subsidiaries, a main activity for at least one year.

3) The issuer must have prepared its audited financial statements for the financial year preceding
the application in accordance with the accounting standards adopted by SOCPA.

4) If the period covered in the latest audited financial statements was ended six months prior to
the expected date of approval of the application, audited reviewed interim financial
statements for any period from the end date of the period covered by the latest Audited
financial statements to the expected date of approval of the application must be submitted to
the Authority. Or submit the audited financial statements (as applicable), and in all cases, the
period covered by the latest audited interim financial statements submitted to the Authority
shall not have ended more than (6) months before the date of approval of the application for
registration of securities.

b) Where an issuer already has securities that are listed on the Exchange, subparagraphs (2), (3) and
(4) of paragraph (a) of this Article shall not apply.

c) An application may be accepted if it does not meet the requirements of this Article if the Authority
is satisfied that the offer or registration will be in the interest of the investors, and that the issuer
has provided the investors with the necessary information to arrive at an informed judgment
concerning the issuer and the shares that are the subject of the application.

Article 79: Requirement to Submit the Application to the Authority

a) An issuer seeking registration and offering of its shares in the Parallel Market or the registration of
its shares in the Parallel Market must submit an application to the Authority for approval which
contains the information required under this part, and pay any fees set by the Authority.

b) The issuer must submit an electronic of the following documents to the Authority (and it shall
maintain the original copies of such documents and submit them to the Authority at request):

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 1) the letter of the appointment of the financial advisor;

2) the authorisation letters or powers of attorney of the representatives of the issuer empowering
them to sign the prospectus, the shareholders’ circular or the registration document (as
applicable);

3) a list containing the names and contact numbers of the persons working for the issuer, the
financial advisor and the legal advisor (if any) concerned with the application;

4) a formal letter of application for registration and offer in the Parallel Market or the registration
of shares in the Parallel Market (as applicable), signed by a representative authorised to sign
on behalf of the issuer in the form set out in Annex (8) of these Rules;

5) a declaration by the issuer in the form set out in Annex (9) of these Rules;

6) approvals required by the relevant governmental agencies;

7) evidence of the issuer obtaining the required approvals under Article (77) of these Rules;

8) the draft prospectus, shareholders’ circular or the registration document (as applicable) in
Arabic;

9) the issuer’s certificate of commercial registration;

10) the issuer’s articles of association and bylaws;

11) the issuer's annual audited financial statements for the financial year preceding the
submission of the application;

12) the latest audited interim financial statements since the financial position date of most recent
annual audited financial statements;

13) the letters of consent from all the advisors on the use of their names, logos and statements in
the prospectus, the shareholders’ circular or the registration document (as applicable);

14) a letter from the issuer’s financial advisor in the form set out in Annex (27) of these Rules;

15) a list containing the names and civil registry numbers (or the equivalent to it for non-Saudi
nationals) of the directors;

16) a declaration and undertaking signed by the directors of the issuer and by each proposed
director of the issuer in the form set out in Annex (10) of these Rules; and

17) any other documentation that may be required by the Authority.

c) Following the approval of the registration and offer of shares on the Parallel Market by the
Authority or the registration of shares in the Parallel Market and prior to the listing, the issuer must
submit an electronic copy of the following documents to the Authority (and it shall maintain the
original copies of such documents and submit them to the Authority at request):

1) the prospectus, the shareholders’ circular or the registration document (where applicable) in
Arabic signed on every page by the representatives of the issuer who are appointed as
authorised signatories;

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 2) a list of shareholders and shares allocated to, except where the application is for a capital
increase for acquisition of a company or purchasing an asset or for debt conversion or the
registration of shares in the Parallel Market; and

3) an updated and signed letter in the form set out in Annex (8) of these Rules; unless the
application is related to the registration of shares in the Parallel Market.

d) The issuer must retain original copies (or certified copies where appropriate) of all documents
required pursuant to this Article for a period not less than ten years from the completion of the offer
or the direct listing in the Parallel Market, and without prejudice to this period, in case of any
litigation or claim (including any litigation pending or threatened) or any on-going investigations
relating to these documents, the issuer must retain such documents until the closure of that litigation,
claim or on-going investigation.

e) If the issuer has its shares already listed on the Parallel Market, the subparagraphs (9), (10, (11),
(12) and (15) of paragraph (b) of this Article shall not apply to the application for capital increase
for acquisition of a company or purchasing an asset, issuing new shares for debt conversion, rights
issue, or share issuance with the suspension of preemptive rights.

f) Where the offer is not completed by the prescribed offer end date specified in the prospectus
provided to the Authority, the financial advisor must provide the Authority within ten days with a
notification in writing signed by the financial advisor confirming that the offer has not completed.
The financial advisor may, in consultation with the issuer, extend the period of the offer before end
date of the offer, the qualified investor who has subscribed to the shares prior to the extension of
the offer period may cancel or amend its subscription.

g) The provision of this Article shall not apply to the capitalisation issue.

Article 80: Dormant Applications

The Authority may, at its absolute discretion, cancel an application for registration and offer of shares
in the Parallel Market or an application for the registration of shares in the Parallel Market where such
application has, in the opinion of the Authority, remained outstanding. Should the issuer wish to
continue such application, a new application must be made by the issuer in accordance with the
application process set out in this Part if it wishes to register and offer the shares of the cancelled
application in the Parallel Market or its registration in the Parallel Market.

Article 81: The Prospectus and the Registration Document

a) The Prospectus must contain the information set forth in Annex (26) of these Rules, and may
contain additional information, provided that such information must be within the requirements set
forth in Annex (12) of these Rules.

b) The registration document must contain the information set forth in Annex (26) (a) of these Rules,
and may contain additional information, provided that such information must be within the
requirements set forth in Annex (12) of these Rules

c) The prospectus for share issuance with the suspension of preemptive rights must contain the
information provided in Annex (13) (a) of these Rules.

d) The draft prospectus and the draft registration document provided to the Authority shall be in
Arabic.

e) The draft prospectus and the draft registration document provided to the Authority must be
annotated to indicate where the information required by the applicable paragraphs of these Rules

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 has been included and any changes from any previous drafts must be clearly marked. Each draft
prospectus and draft registration document must indicate the draft number and the submission date
on its cover page.

f) The provisions of paragraphs (c) and (d) of this Article shall apply to the shareholders’ circular
produced pursuant to this Part.

Article 82: Issuances not Requiring Prospectus

a) The prospectus is not required for the issue of further shares by an issuer whose shares are already
listed on the Parallel Market, if the shares are categorised as:

1) shares result in an increase of not more than (10%) of a share class already listed on the
Parallel Market. For the purpose of determining this percentage, series of issues conducted
during the twelve months are deemed a single issue, and series of transactions deemed as
single transaction by the Authority are deemed a single issue.

2) shares issued as a result of capitalisation issue.

3) employees share scheme;

4) shares issued as a result of capital increase by conversion of debt, provided that a

shareholders’ circular must be produced in accordance with Article (90) of these Rules;

5) shares issued as a result of capital increase to acquire a company or purchase an asset,

provided that a shareholders’ circular must be produced in accordance with Article (91) of
these Rules; or

6) split of shares already issued.

b) Except for the split of shares already issued, where an issuer wishes to issue securities in the
circumstances specified in paragraph (a) of this Article it must make an application for registration
and offer to the Authority in accordance with any applicable requirements under these Rules or as
prescribed by the Authority. The relevant securities may not be issued prior to the approval of such
application by the Authority.

c) The issuer must disclose any issuance made under this Article in the manner prescribed by the
Authority.

Article 83: Supplementary Prospectus and Supplementary Shareholders’ Circular or

Supplementary Registration Document

a) The issuer must submit a supplementary prospectus, supplementary shareholders' circular or

supplementary registration document (as applicable) to the Authority if at any time after the
prospectus, the shareholders' circular or the registration document has been published and before
completion of the offer (in the case of a prospectus) or before the extraordinary general assembly
is convened (in the case of a shareholders' circular) or prior to the direct listing in the Parallel Market
(in the case of a registration document), the issuer becomes aware that:

1) there has been a significant change in material matters contained in the prospectus, the
shareholders’ circular or the registration document (as applicable); or

2) additional significant matters have become known which would have been required to be
included in the prospectus, the shareholders’ circular or the registration document (as
applicable).

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b) A supplementary prospectus, supplementary shareholders’ circular or supplementary registration
document must contain the following (as applicable):

1) details of the change or new matters in accordance with paragraph (a) of this Article; and

2) a declaration in the form specified at paragraph (13) of section (1) of Annex (13) (a) of these
Rules, or paragraph (10) of section (1) of Annex (26) of these Rules, or paragraph (8) of
section (1) of Annex (26) (a) of these Rules, or paragraph (2) of section (1) of Annex (28) of
these Rules, or paragraph (2) of section (1) of Annex (29) of these Rules (as applicable).

c) Where a supplementary prospectus, supplementary shareholders' circular or supplementary

registration document is submitted to the Authority under this Article, it must be signed on every
page by the representatives of the issuer who are appointed as authorised signatories.

d) Where a supplementary prospectus is submitted to the Authority under this Article, a qualified
investor who subscribed for shares prior to the publishing of the supplementary prospectus is
permitted to rescind or amend his subscription for such shares prior to the end of the offering period.

Article 84: Authority Powers in Relation to the Application

a) The approval of the application for registration and offer of securities in the parallel market or the
application for registration in the Parallel Market is subject to the following conditions:

1) the Authority has received notification from the Exchange its conditional approval of the
corresponding application for listing pursuant to the Listing Rules;

2) the conditional approval mentioned under sub-paragraph (1) of this paragraph has not been
withdrawn by the Exchange; and

3) the Authority is satisfied that the information contained in the prospectus, the shareholders'
circular or the registration document (as applicable) is complete and fulfils the requirements
set out in the Capital Market Law and its Implementing Regulations.

b) The Authority will review the application within (30) days of receiving all information and
documentation required pursuant to these Rules. The commencement of this period is not subject
to the Authority’s receipt of the notification referred to in subparagraph (1) of paragraph (a) of this
Article provided that the notification must be submitted to the Authority at least (10) days prior to
the end of the review period, otherwise the Authority may extend the review period for a term not
exceeding (10) days from the date of receipt of the notification.

c) If, having reviewed the application, the Authority considers that the proposed offer of shares or
registration in the Parallel Market may not be in the interest of the investors or may result in a
breach of the Capital Market Law, its Implementing Regulations or the Exchange Rules, then it
may take any of the following actions:

1) carry out any enquiries which it considers appropriate;

2) require the issuer or its representative to appear before the Authority to answer questions and
explain any matters that the Authority considers relevant to the application;

3) require the issuer or third parties to provide additional information or to confirm, in such
manner as the Authority may specify, that the information provided is accurate; or

4) defer making a decision for such period as may be reasonably necessary to carry out further
study or examination.

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d) If, having taken action pursuant to paragraph (c) of this Article, the Authority determines that the
offer or registration to be made pursuant to the application may not be in the interest of the investors
or may result in a breach of the Capital Market Law its Implementing Regulations or the Exchange
Rules, the Authority may issue a "notification" to the issuer stating that the application has not been
approved, or publish a "notice" prohibiting the offer, sale or transfer of title of the shares to which
the application relates. The Authority's approval on the application of offer and registration of
securities in the parallel market is considered an approval of the prospectus or shareholders' circular
as applicable.

e) The Authority's approval of the application for registration and offer of shares on the parallel market
or the application for shares registration on the parallel market shall be deemed as an approval of
the prospectus, the shareholders' circular or the registration document, as applicable.

f) The prospectus, the shareholders' circular or the registration document (as applicable) must not be
published and made available to the public without the approval of the application for registration
and offer of shares or application for the registration on the parallel market by the Authority.

g) The Issuer and its financial advisor may, prior to the Authority's approval of the application for
registration and offer of shares, be allowed to provide information on the Issuer and its financial
statements to the group of potential investors; In order to ascertain the extent to which potential
investors are willing to participate in the subscription of the Issuer's shares if they are offered,
provided that this does not result in taking a binding undertaking to subscribe.

h) The Issuer and its financial advisor may, prior to the Authority's approval of the application for
registration and offer of shares, be allowed to provide information on the Issuer and its financial
statements to a specific group of Capital Market Institutions to conduct the advice activity for the
purpose of preparing research and financial reports on the issuer, provided that such research and
reports shall not be published before obtaining the approval of the Authority for the application of
registration and offer of shares.

i) The issuer and its financial advisor may, prior to the Authority's approval of the application for
shares registration, be allowed to provide information on the Issuer and its financial statements to
the group of potential investors; In order to ascertain the extent to which potential investors are
willing to invest in the Issuer's shares if they are directly listed in the Parallel Market.

j) The issuer and its financial advisor may, prior to the Authority's approval of the application for
shares registration for direct listing in the Parallel Market, be allowed to provide information on the
Issuer and its financial statements to a specific group of Capital Market Institutions to conduct the
advice activity for the purpose of preparing research and financial reports on the issuer, provided
that such research and reports shall not be published before obtaining the approval of the Authority
for the application for registration of shares on the parallel market.

Article 85: Publication of Prospectus, Shareholders’ Circular, Registration Document

and Formal Notices

a) The issuer must publish the prospectus or the registration document (where applicable) and must
ensure that it is made available to the qualified investors at least (14) days prior to the start of the
offering (In case of prospectus) and before direct listing (in case of registration document).

b) As an exception from paragraph (a) of this Article, an issuer must publish the prospectus and must
ensure that it is made available to the public at least (14) days prior to the date of the general
assembly meeting where an offering of a rights issue is to be made or where share issuance with
the suspension of preemptive rights is to be made.

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c) Where an issuer must publish a shareholders' circular in accordance with the provisions of these
Rules, it must ensure that it is made available to the qualified investors at least (14) days prior to
the relevant general assembly meeting.

d) The prospectus, the shareholders’ circular, the registration document (where applicable) any
supplementary prospectus, any supplementary shareholders’ circular or any supplementary
registration document (as applicable) shall be made available to the public in electronic form on the
official websites of the issuer, the Authority, the Exchange and the financial advisor.

Article 86: Dissemination of Information

An issuer who is seeking to register and offer its securities in the Parallel Market, an issuer who is
seeking to register its shares in the Parallel Market or an issuer whose securities are listed on the Parallel
Market is subject to the provisions of Article (32) of these Rules.

Article 87: Application Submission for Capital Increase of Issuers of Shares Listed in the
Parallel Market

Where an issuer whose shares are listed on the Parallel Market wishes to register and offer new shares
of a class already listed, either by way of rights issue, share issuance with the suspension of preemptive
rights, capitalisation issue, issuing new shares for debt conversion, acquisition of a company or asset
purchase, it must obtain the Authority’s approval prior to calling for the issuer’s extraordinary general
assembly meeting. The approval of the extraordinary general assembly of the issuer must be obtained
during six months of the approval of the Authority. If the assembly’s approval is not obtained during
such time, the Authority’s approval shall be deemed to be cancelled and the issuer will be required to
resubmit its letter of application if it still wishes to increase its capital.

Article 88: Conditions and Requirements Applicable to a Rights Issue or capital Increase
with The Suspension of Preemptive Rights

a) In addition to any other applicable requirements under Article (79) of these Rules, where an issuer
wishes to submit an application for registration and offer of securities to the Authority in respect of
a rights issue or for registration and offer of securities for capital increase with the suspension of
preemptive rights, the following conditions must be satisfied:

1) details of the proceeds of any previous rights issues or previous share issuances with the
suspension of preemptive rights must be provided and such details must be compared with
the disclosure made under the previous relevant prospectus; and

2) details of any qualifications made in the audited financial statements for the preceding
financial year must be provided.

b) The increase of capital with the suspension of preemptive rights shall not exceed, for each issue,
(15%) of the issuer's capital.

c) Investors, who own the shares of a capital increase with the suspension of preemptive rights, must
not dispose of such shares during a period of six months following their listing date.

d) The issuer must, in the event of any discrepancy of (5%) or more between the actual use of the
proceeds from a rights issue or a share issuance with the suspension of preemptive rights and the
planned use of proceeds that was disclosed in the relevant prospectus, disclose such discrepancy to
the public as it becomes aware of such discrepancy.

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Article 89: Conditions Related to a Capitalisation Issue

Where an issuer wishes to increase its capital by way of a capitalisation issue it must submit to the
Authority a letter of application in the form set out in Annex (24) of these Rules.

Article 90: Conditions related to Increasing the Capital by Debt Conversion

a) Where an issuer whose shares are listed on the Parallel Market wishes to increase its capital by way
of a debt conversion, it must produce a circular for its shareholders stating the information required
to enable the shareholders to vote at the extraordinary general assembly.

b) The shareholders’ circular must contain at least the information set out in Annex 28 of these Rules.

Article 91: Conditions Related to Capital Increase for Acquiring a Company or

Purchasing an Asset

a) In addition to any other applicable requirements under Article (79) of these Rules, where an issuer
whose shares are listed on the Parallel Market wishes to increase its capital to acquire a company
or purchase an asset, it must produce a circular for its shareholders stating the information required
to enable the shareholders to vote at the extraordinary general assembly.

b) Shareholders' Circular shall contain at least the information set out in Annex (29) of these Rules.

Article 92: Capital Reduction for Issuers of Shares Listed on the Parallel Market

a) Where an issuer wishes to reduce its share capital, it must submit to the Authority a letter of
application that includes the minimum information set out in Annex (25) of these Rules for the
Authority's approval prior to obtaining the approval of the relevant extraordinary general assembly
of the issuer on the capital reduction. The application must be accompanied by the following:

1) Financial advisor appointing letter.

2) Legal advisor appointing letter.

3) an external auditor’s report on the reasons for the capital reduction and the impact of the
capital reduction on the issuer's liabilities;

4) the proposed method of capital reduction and the expected effect of such reduction;

5) Copy of shareholders' circular referred to in paragraph (b) of this Article; and

6) any other documentation as may be required by the Authority.

b) The Issuer shall issue a circular to its shareholders containing the necessary information to enable
shareholders to vote at the Extraordinary General Assembly Meeting on the basis of awareness and
knowledge. The circular shall include, at a minimum, the following information:

1) The general structure of the proposed capital reduction.

2) Reasons for capital reduction, including discussion and management analysis in this regard.

3) risk factors related to capital reduction.

4) The time period of the operation.

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 5) A statement from the Board of Directors of the Issuer stating that they believe that the capital
reduction is in the interest of the Issuer and the shareholders.

c) The shareholders' circular - submitted to the Commission on the request for reduction of the issued
capital - shall be prepared in Arabic and the reference to the relevant paragraphs of these Rules shall
be indicated in the margin of the Circular, indicating any change from previous drafts. Every
circular draft on the first page of the draft number and date of submission.

Article 93: Continuing Obligations

An issuer of securities listed on the Parallel Market must comply with Part 7 of these Rules subject to
the following:

1) The phrase “the first, second, and third interim financial statements of an issuer” mentioned
in paragraph (a) of Article (66) of these Rules shall be replaced with “the semi-annual interim
financial statements of an issuer”.

2) The issuer must disclose its interim financial statements which must be prepared and
reviewed in accordance with the accounting standards approved by SOCPA as soon as they
have been approved and within a maximum of (45) days of the end of the financial period
covered by these statements.

3) The phrase “the financial quarter” mentioned in subparagraph (1) paragraph (a) of Article
(71) of these Rules shall be replaced with “the half of the financial year”.

4) Information, set forth in the Corporate Governance Regulations, that is required to be

included in the board of directors’ report are indicative to issuers whose shares are listed on
the Parallel Market.

5) The "six months" period set forth in Article (72) of these Rules shall be replaced with "twelve
months".

6) Exception from the provisions of paragraph (a) of Article (72) of these Rules, a Capital
Market Institution assigned in accordance with the Listing Rules by an issuer whose shares
are directly listed on the Parallel Market may sell the issuer’s shares in its own discretion,
provided that it is within the scope of implementing the liquidity requirement fulfilment plan
provided to the Exchange pursuant to the Listing Rules.

Article 94: Fees for the Parallel Market

a) An issuer who submits an application for approval under this Part is required to pay such fees to
the Authority as the Authority specifies.

b) An issuer of securities listed on the Parallel Market is required to pay such fees to the Authority as
the Authority specifies.

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 PART 9
Provisions Related to Reverse Takeover
Article 95: Scope of Application

a) The purpose of this section is to regulate reverse takeover under the Authority's powers stipulated
in the Capital Market Law.

b) The provisions of this section shall apply to the following:

1) Market participants, including issuers of securities, shareholders, Capital Market Institutions,

and any person who has participated or provided advice directly or indirectly in any
transaction subject to the provisions of this Part.

2) Members of the Board of Directors of issuers subject to the provisions of this Part.

Article 96: Announcement and Conditions of a Reverse Takeover

With regards to the provisions of Part 6 of these Rules, the issuer, when a party to the reverse takeover,
shall do the following:

1) Announcing to the public, as soon as possible, after the terms of the reverse takeover have been
agreed upon, and following it with supplementary announcements relating to any material changes
in any matter contained in the original announcement or if an important new issue arose which
should have been mentioned in the original announcement. The original announcement must
include the following:

a) details of the transaction, including the name of the other party.

b) a summary of the company's activity or the asset subject to the transaction.

c) compensation and the extent to which it is satisfied (including terms related to any necessary
arrangements for delaying compensation).

d) the value of the total assets of the transaction.

e) profits relating to the assets of the transaction.

f) the effect of the transaction on the listed company including any benefits expected to be
received by the issuer as a result of the transaction.

g) details of any service contracts for proposed members of the Board of Directors of the Issuer.

2) Assign a financial advisor to evaluate the target entity.

3) Ensure that any agreement related to the transaction is conditional upon the approval of the
shareholders.

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Article 97: Potential Suspension of Trading when Announcing a Reverse Takeover

a) The issuer shall communicate with the Authority as soon as possible in the following cases:

1) prior to the announcement of any reverse takeover approved or under consideration, to

discuss the appropriateness of trading suspension.

2) If the reverse takeover details leak, for the purpose of requesting suspension of trading.

b) Reverse takeover is being under consideration in any of the following cases:

1) The issuer contacting the board of directors of the target entity.

2) Entry of the issuer in an exclusive period with the target entity.

3) The issuer giving the permission to start preparing for the necessary studies (whether limited
or unlimited).

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 PART 10
Demerger
Article 98: Scope and Application

The provisions of this Part apply to the issuer who wishes to carry out a demerger in accordance with
the provisions of the Companies Law.

Article 99: Conditions Relating to the Listed Company

The issuer who is seeking to carry out a demerger shall have completed at least 3 financial years as a
listed company.

Article 100: Circular to shareholders

a) The issuer who is seeking to carry out a demerger shall prepare a circular on the proposed demerger
to be submitted to shareholders, published and made available to the public at least (14) days prior
to the date of the General Assembly In which the shareholders will vote on the demerger. The
circular shall include, at a minimum, the following:

1) sufficient information on the proposed demerger, provided that such information includes a
minimum:

a. Proposed structure and purpose of the demerger.

b. The most prominent financial information illustrating the financial impact of demerger.

c. The most prominent legal information related to the terms of the demerger, which the
shareholders need to make a decision based on knowledge and awareness.

d. Risk factors related to demerger.

2) The required information pursuant to the Article 232 of the Companies Law

b) The circular referred to in paragraph (a) of this article shall indicate the reasons and main
assumptions for the information contained in the circular referred to in subparagraph (2) of
paragraph (a) of this article.

c) If there is any material change in the issuer’s assets after preparing the circular to shareholders and
until the date of the extraordinary general assembly meeting to approve the demerger, the issuer’s
board of directors shall disclose to the public and shareholders as soon as it becomes aware of such
change.

Article 101: Requirements for Registration, Offering and Listing of Shares of the
Demerged Entity

In case a demerged entity wishes to register, offer and list its shares in the market, all the requirements
for registration and offering of securities provided for in these Rules and the listing requirements
stipulated in the Listing Rules must be fulfilled.

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 PART 11
Significant Transactions
Article 102: Scope and Application

a) With regards to the provisions of Article 75 of the Companies Law, the provisions of this Part apply
to the issuer who wishes to carry out a significant transaction.

b) A significant Transaction in accordance with this Part is any transaction requiring the approval of
shareholders in accordance with Article 107 of these Rules, however its nature, whereby the issuer
wishes to sell a portion of its assets, business or a subsidiary, or in the sale of its share in a subsidiary,
through transferring them as a whole to one or several existing entities (the acquiring legal entities)
or to be newly founded, or to the public in return for cash or shares in the acquiring legal entity
being granted to the listed company.

Article 103: General Provisions

a) The issuer, when calculating the percentage to determine whether the transaction (or multiple
transaction) constitute a significant transaction that requires the consent of the shareholders, shall
apply all criteria for determining the applicable category, so the value of the percentage rate is the
most recent published numbers of the assets value, revenues Or profits as shown in the most recent
audited interim financial statements or audited annual financial statements, whichever is more
recent, in addition to the market value of the issuer at the time the transaction (or multiple
transactions) is declared, as applicable.

b) When making an assessment to determine whether there has been a material change in the issuer as
a result of the transaction, the issuer shall consider the following:

1) The extent of the change resulting from the transaction in the direction or strategic nature of
the company's business.

2) Whether the issuer's business will be considered a part of a different sector after the
transaction is completed.

Article 104: Conditions Relating to the Listed Company

The issuer who is seeking to carry out the transaction shall have completed at least 3 financial years as
a listed company.

Article 105: Applying Class Tests and Calculating Percentage Ratios

a) With regards to the provisions of Article 75 of the Companies Law, to determine whether the
transaction represents a significant transaction that requires shareholders' approval, by reference to
the percentage, the issuer shall evaluate the size of the transaction against the size of the company
or the asset the subject of the significant transaction. The size is determined by using the percentages
resulting from applying Class Tests calculations to this transaction according to the details in Annex
(30) of these Rules.

b) If any percentage calculations result in an unusual or inappropriate result of the scope of the issuer's
activities, the Authority may ignore such calculations and replace it with other size related
indicators, including the sector-specific measures. The listed company shall submit the alternative
measures it deems appropriate to the Authority for its consideration.

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c) In case of any percentage changes between the time a transaction with the Authority is discussed
(as applicable) and the time of its announcement, the Issuer shall inform the Authority of such
change. Moreover, the Issuer shall comply with the relevant requirements applicable to the
Transaction at the time of its declaration.

Article 106: Aggregation of Transactions

The Authority may request the Issuer to combine a series of transactions and act on them as if they were
a single transaction, provided that all of them were completed within twelve months or were linked to
each other. In such cases, the issuer must comply with the Class Tests of the transaction when
aggregated and the figures to be used to determine percentages are those shown in the most recent
audited financial statements or audited annual financial statements, whichever is earlier.

Article 107: Shareholders’ Approval

If any of the percentages set in Annex (30) of these Rules reaches (50%) or more of the planned
transaction, the Issuer shall obtain the prior approval of its shareholders at the General Assembly
meeting. Any shareholder having a direct or indirect interest in the proposed transaction must abstain
from voting on such transaction at the General Assembly meeting.

Article 108: Specialised Committee and Independent Financial Advisor

a) In respect of any significant transaction subject to the approval of the shareholders in accordance
with Article (107) of these Rules, the Issuer shall establish a specialised committee (consisting
solely of independent Board members or of other independent persons or both of whom have no
substantial interest in the proposed transaction). That's to advise shareholders on whether the terms
of the relevant transaction are fair and reasonable and whether the transaction is in the interest of
the issuer and all of its shareholders.

b) The Issuer shall appoint a Financial Advisor authorised by the Authority to provide advisory
services and make recommendations to the Specialised Committee and the shareholders as to
whether the terms of the relevant transaction are fair and reasonable and whether the transaction is
in the interest of the issuer and all of its shareholders.

Article 109: Circular to Shareholders

a) In respect of any significant transaction subject to the approval of the shareholders in accordance
with Article (107) of these Rules, the Issuer shall prepare a circular on the proposed transaction to
be submitted to shareholders, published and made available to the public at least (14) days prior to
the date of the General Assembly in which the shareholders will vote on the transaction. The circular
shall include, at a minimum, the following;

1) Sufficient information on the proposed transaction, provided that such information includes,
at minimum, the following:

a. Proposed structure and purpose of the transaction.

b. The most prominent financial information illustrating the financial impact of the
transaction.

c. The most prominent legal information related to the terms of the transaction, which the
shareholders need to make a decision based on knowledge and awareness.

d. Risk factors related to the transaction.

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 2) A separate letter from the specialised committee advising shareholders as to whether the
relevant terms of the transaction are fair and reasonable in accordance with the Article (108)
of these Rules and whether such a transaction is in the interest of the issuer and all of its
shareholders, taking into account the recommendations of the financial advisor.

3) A separate letter from the financial advisor, including its recommendations to the specialised
committee and shareholders, on whether the relevant terms of the transaction are fair and
reasonable, and whether this transaction is in the interest of the issuer and all of its
shareholders.

4) The circular shall include the following disclaimer: “The Capital Market Authority and the
Saudi Stock Exchange Company shall not assume any responsibility for the contents of this
Circular, and shall not give any assurance regarding its accuracy or completeness, and
expressly disclaim any liability whatsoever for any loss resulting from what is stated in this
circular or from reliance on any part thereof.”

b) The circular and the two letters referred to in paragraph (a) of this article shall indicate the reasons
behind the opinion and its main assumptions and the factors taken into account in forming the
opinion.

Article 110: Requirements for Registration, Offering and Listing of Shares of the Entity
Resulting from the Transaction

In case of the entity resulting from the transaction wishes to register, offer and list its shares in the
market, all the requirements for registration and offering of securities provided for in these Rules and
the listing requirement stipulated in the Listing Rules must be fulfilled.

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 PART 12
Publication and Entry into Force

Article 111: Publication and Entry into Force

These Rules shall be effective as per its approval resolution.

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 PART 13
ANNEXES
ANNEX 1
CONTENTS OF THE OFFERING DOCUMENT FOR OFFERING SHARES
THROUGH SECURITIES CROWDFUNDING PLATFORM

An offering document for offering shares through securities crowdfunding platform must contain all
material information related to the issuer, and disclose the same in a fair and non-misleading manner,
in a way that enables the investor to understand the nature of the offering and arrive at an informed
investment decision, and must contain the following information at a minimum:
1. Offer summary
This section must include a disclaimer to the targeted investors on the importance of reading the
offering document prior to making an investment decision and include the following information at
a minimum:
a. The name of the issuer, its principal place of registration, the address of its principal place of
the business, and the issuer’s contact information including telephone numbers and e-mail
address.
b. the capital of the issuer;
c. issuer’s total number of shares;
d. the nominal value per share;
e. offer period and conditions;
f. number and classes of shares to be offered;
g. the offer price (in SR)
h. the total value of the offer; (SR)
i. the use of the proceeds;
j. The number and categories of offerees.
k. The number and types of securities previously issued by the issuer within the past 12 months;
l. The minimum amount (if any) to be paid by each offeree;

2. Procedures for Registering the Client who Subscribed in the Shareholders Register:
This section must include the procedures for registering the client who subscribed in the offered
shares in the issuer’s shareholder register, and the expected time period for such.

3. Procedures of Incomplete Offer

This section must include procedures to be taken by the issuer in case the offer is not completed.

4. The issuer's audited financial statements for the last fiscal year –if any–.

5. Issuer’s business plan and summary of financial information:

This section must include a summary of the issuer's business plan and key financial information
contained in the offering document, including financial forecasts and assumptions based thereon,
financial position, cash flows and key indicators of the issuer's financial and operating performance.

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6. share pricing mechanism:
This section must include the mechanism by which the price of the shares that are the subject of
this offering document was determined.
7. expenses:
This section must include details of the aggregate offer expenses.
8. Ownership and organizational structure pre- and post-offering
This section must include the following information:
1) ownership structure pre- and post-offering.

2) the issuer’s organizational structure showing the issuer’s governing body, including the full
name and description of the most significant professional and academic qualifications and area
of expertise and the date of appointment of all members of the issuer’s governing body or
proposed members of the governing body.

9. Businesses involving related parties or conflict of interest.

10. Investment risks and existing fundamental lawsuits and their impact on the issuer's
businesses.
11. Capital Market Institutions Letter:
The issuer must obtain a consent letter from the Capital Market Institution to the use of its
name, logo, and statement in the offering document; the issuer must also enclose within the
offering document a confirmation by the Capital Market Institution as follows (to be provided
on the Capital Market Institution’ letterhead):
“We ____ (insert name of capital market institution) confirm, to the best of our knowledge, and
through conducting due diligence and making enquiries of the issuer and the members of its
governing body, that the issuer has satisfied all conditions required for the offer of shares through
securities crowdfunding in accordance with the requirements of the Rules on the Offer of Securities
and Continuing Obligations issued by the Capital Market Authority (the “Authority”). We further
confirm that the issuer has –to the best of our knowledge and within our capacity– provided all
required information and clarifications within this document in accordance with the requirements
of the Rules on the Offer of Securities and Continuing Obligations. In particular, we confirm that
we have taken reasonable steps to ensure that the members of the issuer’s governing body
understand the nature and extent of their responsibilities under the Capital Market Law and its
Implementing Regulations, and that we have reached a reasonable opinion, based on due enquiry
and professional experience, that the issuer has satisfied all relevant requirements and has disclosed
all required information under the Rules on the Offer of Securities and Continuing Obligations.”

The offering document must contain the following statement:

“This document may only be distributed in the Kingdom to clients registered with the securities
crowdfunding platform at the capital market institution. The members of the issuer’s governing body,
whose names appear within this offering document, collectively and individually accept full
responsibility for the accuracy of the information contained in this offering document and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other
facts the omission of which from this document would make any statement herein misleading. The
Capital Market Authority does not make any representation as to the accuracy or completeness of this
document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in
reliance upon, any part of this document. Prospective purchasers of the shares offered hereby should
conduct their own due diligence on the accuracy of the information relating to the offered shares. If
you do not understand the contents of this document, you should consult an authorised financial advisor.

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Investment in the offered shares entails high risks, and may only suit investors capable of assessing the
benefits and risks of this investment and bear any losses that may result therefrom, which may extend
to the loss of entire investment amount.”

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 ANNEX 2
CONTENTS OF THE OFFERING DOCUMENT FOR DEBT INSTRUMENTS
ISSUED BY THE KINGDOM’S DEVELOPMENT FUNDS AND BANKS AND THE
KINGDOM’S SOVEREIGN FUNDS

The offering document for debt instruments issued by the Kingdom’s development funds and banks and
the Kingdom’s sovereign funds must be prepared in Arabic, and must contain the following information
at a minimum:
1) overview of the issuance or the issuance program.
2) size and duration of the program (if the offer is a debt instruments issuance program).
3) a notice which shows the purpose of the offering document and the nature of information mentioned
in the document.
4) a statement clarifying that the offering is considered an exempt offering in accordance with
subparagraph (2) of paragraph (a) of Article (6) of the Rules on the Offer of Securities and
Continuing Obligations.
5) the issuer’s name and description.
6) issuer credit rating (if any).
7) Information concerning the debt instruments and terms and conditions of the offer:
This section must include the following:
a. terms and conditions of the debt instruments;
b. full information on the rights conferred upon holders of debt instruments;
c. particulars of the debt instruments;
d. subscription method;
e. details of the early redemption of the offer;
f. the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;
g. details of the arrangements for transfer of the debt instruments;
h. details of repayment related dates including the final maturity date and early repayment dates,
specifying whether exercisable at the issuer's or the holder of debt instruments' request and the
date from which payments are due;
i. details of any restrictions on the transferability of the debt instruments; and
j. the date upon which it is expected that trading in the debt instruments will commence, if the
issuer can anticipate such date
8) The risk factors of the issuer, the market and industry in which it operates, and the debt instruments
being offered.
9) The debt instruments structure diagram and their related cash flows.
10) Use of the proceeds of the offer of the debt instruments.

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11) The applicable final terms sheet.
12) A statement showing the tax and zakat treatment of the debt instruments offered and any tax and
zakat obligations on holders of the debt instruments.
13) A statement showing the continuing obligations that the issuer will comply with.
14) copies of the following documents must be enclosed:
a. the issuer's latest annual financial statements; and
b. the issuer's latest annual report.

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 ANNEX 3
CONTENTS OF A PRIVATE PLACEMENT NOTIFICATION IN RESPECT OF
SHARES AND OTHER SECURITIES

[To be provided on the offeror’s letterhead]

The following information, as applicable, must be signed and dated by the offeror or an authorised
officer of the offeror and notified to the Authority at least ten days prior to the proposed date of the
offer.

1) The name of the issuer, its principal place of registration and the address of its principal place of
the business, in addition to the number and types of securities to be offered;

2) The name of the offeror(s), its principal place of registration and the address of its principal place
of the business;

3) An acknowledgement that the offeror(s) intend(s) to make a private placement, specifying which
category of private placement in Article 8 of these Rules that private placement falls into;

4) The name and address of the Capital Market Institution through which the offer is made;

5) The proposed start and end dates of the offer;

6) The class/classes of securities to be offered;

7) The offer price for each security offered (in SR);

8) The total offer size (in SR);

9) In case of limited offers, the number of offerees;

10) The number and types of securities previously issued by the offeror (and the issuer if different
from the offeror) within the past 12 months;

11) The minimum amount (if any) to be paid by each offeree;

12) The total number of securities to be offered plus the total number of securities already issued by
the offeror (and the issuer if different from the offeror);

13) Whether the securities to be offered are identical or, where there are differences, details of these
differences;

14) Where the offeror or any of the directors, senior executives, controlling shareholders, or
founding shareholders of the offeror have been convicted by a judicial authority of any violation
involving fraud or dishonesty or a violation under the Capital Market Law, its Implementing
Regulations or the Exchange Rules, or any legislation relating to companies or money laundering
of which, details of such violation including details of the convicted party, the name of the
judicial authority by which such party was convicted, the date of conviction and full particulars
of the violation and the penalty imposed.

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or

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threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 4
CONTENTS OF A PRIVATE PLACEMENT NOTIFICATION IN RESPECT OF
DEBT INSTRUMENTS

[To be provided on the offeror’s letterhead]

The following information, must be signed and dated by the offeror or an authorised officer of the
offeror and notified to the Authority at least ten days prior to the proposed date of the offer.

1) The name of the issuer, its principal place of registration and the address of its principal place of
the business, in addition to the number and types of debt instruments to be offered;

2) The name of the offeror(s), its principal place of registration and the address of its principal place
of the business;

3) The category of the issuer (for example: government, semi-government, central bank, bank,
corporate, insurance, special purpose vehicle);

4) The sector in which the offeror operates (for example: financial, non-financial or government);

5) The fact that the offeror(s) intend(s) to make a private placement specifying which category of
private placement in Article 8 of these Rules that private placement falls into;

6) The name and address of the Capital Market Institution through which the offer is made;

7) The proposed start and end dates of the offer;

8) The currency of debt securities to be offered;

9) The types of debt securities to be offered;

10) The price of the principal and coupon (or method of calculation of return) of the offered debt
securities (in SR);

11) The total offer size (in SR);

12) In case of limited offers, the number of offerees;

13) In case of limited offers, the number and types of securities, including any debt securities,
previously issued by the offeror (and the issuer if different from the offeror) within the past 12
months;

14) In case of limited offers, the total number of securities to be offered plus the total number of
securities already issued by the offeror (and the issuer if different from the offeror)

15) Whether the securities to be offered are identical or, where there are differences, details of these
differences;

16) Where the offeror or any of the directors, senior executives, controlling shareholders, or
founding shareholders of the offeror have been convicted by a judicial authority of any violation
involving fraud or dishonesty or a violation under the Capital Market Law, its Implementing
Regulations or the Exchange Rules, or any legislation relating to companies or money laundering
of which, details of such violation including details of the convicted party, the name of the

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 judicial authority by which such party was convicted, the date of conviction and full particulars
of the violation and the penalty imposed.

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 5
OFFEROR’S DECLARATION

[To be provided on the offeror’s letterhead]

To: The Authority

We, being ______________________ (insert name of the offeror(s)), hereby jointly and severally
declare that to the best of our knowledge and belief (having taken reasonable care to ensure that such is
the case) the information contained in the private placement notification and offering documents to be
used in advertising the offer is in accordance with the facts and contains no omission likely to affect the
veracity of such information and is fair, clear and not misleading.

We further declare that all the relevant conditions for making a private placement have been satisfied
and have submitted or will submit all the information and documentation required to be provided to the
Authority under the Rules on the Offer of Securities and Continuing Obligations.

We hereby authorise the Authority to exchange any relevant information with any authorities, agencies
or bodies having responsibility for the supervision of financial services or any other relevant authorities.

Name: _______________ Name: _______________

Signature: _______________ Signature: _______________
Date: _______________ Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 5 (A)
SPONSOR’S DECLARATION

To: The Authority

We, being _______________________ (insert name of sponsor) (“the sponsor”), hereby jointly and
severally declare that to the best of our knowledge and belief (having taken reasonable care to ensure
that such is the case) that all information included in the private placement notification and offering
documents to be used in advertising the offer are similar to the facts, clear, not misleading and have no
insufficiency that may affect such information.

We confirm that all the relevant conditions for registration and admission to listing has been satisfied,
and that all the information required to be delivered under the Rules on the Offer of Securities and
Continuing Obligations, has been or will supplied.

We hereby authorise the Authority to exchange any relevant information with the authorities, agencies
or bodies having responsibility for the supervision of financial services or other relevant authorities.

Name: _______________ Name: _______________

Signature: _______________ Signature: _______________
Date: _______________ Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 6
CAPITAL MARKET INSTITUTION’S DECLARATION

[To be provided on the Capital Market Institution’s letterhead]

To: The Authority

We, _______________________ (insert name of the “Capital Market Institution”) (the Capital Market
Institution), hereby confirm that we have been appointed by _______________________ (insert name
of offeror) (the offeror) to offer securities of the offeror.

We further declare that to the best of our knowledge and belief (having taken reasonable care to ensure
that such is the case) that the offeror has satisfied all the relevant conditions for making a private
placement and has submitted or will submit all the information and documentation required to be
provided to the Authority under the Rules on the Offer of Securities and Continuing Obligations.

We hereby authorise the Authority to exchange any relevant information with the authorities, agencies
or bodies having responsibility for the supervision of financial services or other relevant authorities.

Signed on behalf of the Capital Market Institution: [the authorised officer]:

Name: _______________
Signature: _______________
Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 7
STATEMENT TO BE INCLUDED IN THE PRIVATE PLACEMENT OFFERING
DOCUMENTS

The private placement offering documents must include the following statement:

“This document may not be distributed in the Kingdom except to such persons as are permitted under
the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of
this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred
in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby
should conduct their own due diligence on the accuracy of the information relating to the securities. If
you do not understand the contents of this document, you should consult an authorised financial
advisor.”

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 ANNEX 7 (A)
CONTENTS OF THE PRIVATE PLACEMENT OFFER DOCUMENT FOR
SECURITIES ISSUED BY A SPECIAL PURPOSES ENTITY

The Private Placement Offer Documents shall contain the following statement:

“The securities offered hereby are issued by a special purposes entity licensed by the Capital Market
Authority. The Capital Market Authority maintains a register of special purposes entities and regulates
the special purposes entity. The Capital Market Authority does not approve, and is not responsible for,
the terms of the securities the special purposes entity issues, the financing structure the special purposes
entity employs, or the investment risks and rewards associated with the securities. The Capital Market
Authority does not regulate or monitor the value of the assets of the special purposes entity or the ability
of the special purposes entity to meet its obligations and makes no endorsement of or recommendation
about the securities.”

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 ANNEX 8
CONTENT OF APPLICATION

The application must be submitted on the letterhead of the issuer and contain the following information:

First: Shares
• Number of issued shares
• Class
• Nominal value per share (in SR)
• Amount paid up per share (in SR)
• Total amount paid up for issued shares

Second: Debt instruments and convertible debt instruments

• The appointed financial advisor for the application
• The appointed legal advisor for the application (if any)
• Names and positions of the authorized representatives of the issuer empowered to sign the
prospectus
• Number of debt instruments or convertible debt instruments issued
• Class
• Nominal Value
• Redemption value
• Total nominal value of the debt instruments

Third: Ownership of shares

• Number of holders of shares
• Number of issued shares
• Directors of the issuer
• Substantial shareholders
• Shares in public hands
• Shares in hands of employees
• Shares in hands of directors

Fourth: Type of issue for which application is being made

• Number or value of securities for which application is being made
• Description of securities for which application is being made
• Are the securities for which application is made identical in all respects? If not, how do they
differ and when will they become identical?
• In the case of share offerings, details of documents of title

The application must be by way of a letter dated and signed by the issuer or an authorised
officer of the issuer and contain an authorisation in the form below:

“The issuer hereby authorises the Authority to exchange any relevant information with the
authorities, agencies or bodies having responsibility for the supervision of financial services
or any other relevant authorities.”

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified

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copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 9
ISSUER'S DECLARATION

[To be provided on the Issuer's letterhead]

To: The Authority

We, being directors of _____________________ (insert name of “issuer”) (referred to hereinafter as

"the issuer"), hereby jointly and severally declare that to the best of our knowledge and belief (having
taken reasonable care to ensure that such is the case) the issuer:

1) has satisfied all the relevant conditions for approval of its application for registration and offer of
securities or its application for the registration of securities [use as applicable] and all other relevant
requirements of the Capital Market Law its Implementing Regulations and the Exchange Rules;

2) has included all the information required to be included in the prospectus or shareholders’ circular
or registration document [use as applicable] pursuant to the Capital Market Law and the Rules on
the Offer of Securities and Continuing Obligations; and

3) has or will supply all the documents required by the Rules on the Offer of Securities and Continuing
Obligations.

We confirm that there are no other facts bearing on the issuer’s application for registration and offer of
securities or application for the registration of securities [use as applicable] which in our opinion should
have been disclosed to the Authority. We further confirm that we:

1) have read and understood the Capital Market Law, the Listing Rules of the Saudi Stock Exchange
Company (the "Listing Rules") and the Rules on the Offer of Securities and Continuing Obligations;

2) have understood the nature of our responsibilities and obligations as directors of a company whose
securities are listed; and

3) have understood in particular what is required of us to enable holders of the listed securities and the
public to appraise the issuer.

We acknowledge that the issuer’s securities will be entitled to remain listed only if the issuer and
securities comply with the applicable requirements of the Rules on the Offer of Securities and
Continuing Obligations and in the Listing Rules. We hereby jointly and severally undertake and agree
to comply with the Capital Market Law and applicable regulations and rules from time to time issued
by the Authority and in particular undertake and agree to comply with the continuing obligations vis-à-
vis the Authority set out in the relevant Part of the Capital Market Law and the Rules on the Offer of
Securities and Continuing Obligations and the Companies Law. We further jointly and severally
undertake to use our best endeavours to procure that the issuer shall also comply with the Capital Market
Law, the Companies Law, the Listing Rules and the Rules on the Offer of Securities and Continuing
Obligations, as well as other rules from time to time issued by the Authority. We acknowledge the
power of the Authority to suspend or cancel the listing of the issuer’s securities and to take other actions
in accordance with its rules.

We jointly and severally confirm that the funds and assets raised through the offer of any securities
shall be utilised in accordance with the reasons disclosed in the relevant prospectus or shareholders’
circular [use as applicable], unless we obtain the general assembly's approval for any alternative use
[use as applicable]. We further confirm that the financial information in the relevant prospectus or

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shareholders’ circular or registration document [use as applicable] has been extracted without material
adjustment from the audited financial statements, and that such financial statements have been prepared
and audited in accordance with the auditing standards issued by ("please insert the accounting
standard").

We hereby authorise the Authority to exchange any relevant information with the authorities, agencies
or bodies having responsibility for the supervision of financial services or other relevant authorities.

Signed on behalf of the issuer: the directors

Name: _______________
Signature: _______________
Date: _____________

Name: _______________
Signature: _______________
Date: _______________
Name: _______________
Signature: _______________
Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 9 (A)
SPONSOR’S DECLARATION

To: The Authority

We, being directors of _______________________ (insert name of sponsor) (“the sponsor”), hereby
jointly and severally declare that to the best of our knowledge and belief (having taken reasonable care
to ensure that such is the case) the sponsor:

1. has satisfied all the relevant conditions for registration and admission to listing or application for
the registration of securities [use as applicable] and all other relevant requirements of the Capital
Market Law and the Exchange Rules;
2. has included all the information required to be included in the prospectus or registration document
[use as applicable] pursuant to the Capital Market Law and Rules on the Offer of Securities and
Continuing Obligations; and
3. has or will supply all the documents required by the Capital Market Law and Rules on the Offer of
Securities and Continuing Obligations.

We confirm that there are no other facts bearing on the issuer’s application for registration and
admission to listing or application for the registration of securities, which in our opinion, should have
been disclosed by the sponsor to the Authority. We further confirm that we:

1. have read and understood the Capital Market Law and the Listing Rules of the Saudi Capital Market
("Listing Rules") and the Rules on the Offer of Securities and Continuing Obligations;
2. have understood the nature of our responsibilities and obligations as directors of a sponsor; and
3. have understood in particular what is required of us to enable holders of the listed securities and the
public to appraise the issuer and the sponsor.

We acknowledge that the issuer’s securities will be entitled to remain listed only if the securities comply
with the applicable requirements of the Listing Rules and the Rules on the Offer of Securities and
Continuing Obligations, and the special purposes entity and the sponsor compliance with these
requirements. We hereby jointly and severally undertake and agree to comply with the Capital Market
Law, the Listing Rules, the Rules on the Offer of Securities and Continuing Obligations and other rules
issued from time to time by the Authority. We, in particular, undertake and agree to comply with the
continuing obligations to the Authority, as set out in the relevant part of the Capital Market Law, the
Listing Rules and the Rules on the Offer of Securities and Continuing Obligations. We further jointly
and severally undertake to use our best efforts to ensure that the special purposes entity and the sponsor
also comply with the Capital Market Law, the Listing Rules, the Rules on the Offer of Securities and
Continuing Obligations and other rules issued from time to time by the Authority. We acknowledge the
power of the Authority to suspend or cancel the listing of the special purposes entity’s securities and to
take any other actions in accordance with its rules.

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We jointly and severally confirm that the funds raised through the offer of any securities shall be utilised
in accordance with the purposes disclosed in the relevant prospectus, unless we inform the Authority
and the shareholders otherwise and obtain their approval for any alternative use [use as applicable].
We further confirm that the financial information in the relevant prospectus, or relevant registration
document [use as applicable], has been obtained, without any material adjustment, from the audited
financial statements and that such financial statements have been prepared and audited in accordance
with the (auditing standards).

We hereby authorise the Authority to exchange any relevant information with the authorities, agencies
or bodies having responsibility for the supervision of financial services or other relevant authorities.

Signed on behalf of the sponsor: the directors

Name: _______________ Name: _______________

Signature: _______________ Signature: _______________
Date: _____________ Date: _______________

Name: _______________
Signature: _______________
Date: _______________
Name: _______________
Signature: _______________
Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 10
DIRECTOR’S DECLARATION

Each director (or comparable official) of an issuer must sign and submit a declaration containing the
following information:

Firs: Information regarding board members:

1) Full name.

2) Passport / Civil Registry number.

3) Date of birth.

4) Residential address.

5) Nationality.

6) Professional and academic qualifications, if any.

7) Business experience during the last five years (to include name of the organisation, the nature of
its business, dates of employment and the positions held).

Second: Answer the following questions:

1) Are you a director of any other organisation or a partner in any partnership? If yes, state the name
of any such organisation or partnership, its legal status, the nature of its business, and date you
became a director or partner.

2) Have you at any time been declared bankrupt in any jurisdiction? If so, state the court by which
you were adjudged bankrupt and, if discharged, the date and conditions on which you were
granted your discharge.

3) Have you at any time been a party to a deed of arrangement or made any other form of
composition with your creditors?

4) Are there any unsatisfied judgements outstanding against you? If so, give full particulars.

5) Are you aware of any lawsuits, litigation, investigations or any similar regulatory or governmental
action against you? If so, give full particulars.

6) Has any company or special purposes entity been put into compulsory liquidation or has an
administrator or an administrative or other receiver been appointed during the period when you
were one of its directors? If so, give full particulars.

7) Has any partnership been put into compulsory liquidation or been sequestrated during the period
when you were one of its partners? If so, in each case state the name, nature of business, date of
commencement of winding up, administration or receivership and the amount together with an
indication of the outcome or current position.

8) Have you at any time or has a company or special purposes entity of which you were a director
at the time of the offence been convicted in any jurisdiction of any offence involving fraud or
dishonesty or an offence under legislation relating to companies or money laundering. If so, all
such convictions must be disclosed together with the name of the court by which you were or the

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 company was convicted, the date of conviction and full particulars of the offence and the penalty
imposed.

9) Have you, in connection with the formation or management of any company, partnership or
unincorporated institution been adjudged by a court in any jurisdiction civilly liable for any fraud,
misfeasance or other misconduct by you towards it or towards any of its members? If so, give full
particulars.

10) Have you ever been disqualified by a court from acting as a director of a company or special
purposes entity, or from acting in the management or conduct of the affairs of any company or
special purposes entity? If so, give full particulars.

11) Have you been refused membership or renewal of membership in any professional body,
institution or association, or stock exchange or been censured or disciplined or had membership
withdrawn by any such body to which you belong or belonged or have you held a practising
certificate subject to conditions? If so, give full particulars.

Third: A declaration in the following form:

"I [Insert Name] being a director of the company or special purposes entity [state name of company or
special purposes entity] declare that to the best of my knowledge and belief (having taken all reasonable
care to ensure that such is the case) the answers to all the above questions are true and complete. I
hereby authorise the Authority to exchange any relevant information with the authorities, agencies or
bodies having responsibility for the supervision of financial services or any other relevant authorities.”

Name: _______________
Signature: _______________
Date: _______________

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 10 (A)
DIRECTOR'S DECLARATION IN A STRUCTURE WITH RIGHT TO RECOURSE

Each director (or comparable official) of an issuer must sign and submit a declaration containing the
following information:

Firs: Information regarding the board member:

1) Full name.

2) Passport / Civil Registry number.

3) Date of birth.

4) Residential address.

5) Nationality.

6) Professional and academic qualifications, if any.

7) Business experience during the last five years (to include name of the organisation, the nature of
its business, dates of employment and the positions held).

Second: Answer the following questions:

1) Are you a director of any other organisation or a partner in any partnership? If yes, state the name
of any such organisation or partnership, its legal status, the nature of its business, and date you
became a director or partner.

2) Have you at any time been declared bankrupt in any jurisdiction? If so, state the court by which
you were adjudged bankrupt and, if discharged, the date and conditions on which you were
granted your discharge.

3) Have you at any time been a party to a deed of arrangement or made any other form of
composition with your creditors?

4) Are there any unsatisfied judgements outstanding against you? If so, give full particulars.

5) Are you aware of any lawsuits, litigation, investigations or any similar regulatory or governmental
action against you? If so, give full particulars.

6) Has any company been put into compulsory liquidation or appointed to an administrator or a
receiver during the period when you were one of its directors? If so, give full particulars.

7) Has any partnership been put into compulsory liquidation or been sequestrated during the period
when you were one of its partners? If so, in each case state the name, nature of business, date of
commencement of liquidation, the administration or receivership appointed by the court and the
amount, together with an indication of the outcome or current position.

8) Have you at any time or has a company of which you were a director at the time of the offence
been convicted in any jurisdiction of any offence involving fraud, dishonesty or an offence under
legislation relating to companies or money laundering. If so, all such convictions must be
disclosed together with the name of the court by which you were or the company was convicted,
the date of conviction and full particulars of the offence and the penalty imposed.

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 9) Have you, in connection with the formation or management of any company, partnership or
unincorporated institution been adjudged, by a court in any jurisdiction, as civilly liable for any
fraud, misfeasance or other misconduct by you towards it or towards any of its members? If so,
give full particulars.

10) Have you ever been disqualified by a court in any jurisdiction from acting as a director of a
company, or from acting in the management or conduct of the affairs of any company? If so, give
full particulars.

11) Have you been denied membership or renewal of membership in any professional body,
institution, association, or stock exchange in any jurisdiction? Or have you been censured or
disciplined or had membership withdrawn by any such body to which you belong or belonged?
or have you held a practising certificate subject to conditions? If so, give full particulars.

Third: A declaration in the following form:

"I [Insert Name] being a director of [state name of sponsor] declare that to the best of my knowledge
and belief (having taken all reasonable care to ensure that such is the case) the answers to all the above
questions are true and complete. Thus, I hereby authorise the Authority to exchange any relevant
information with the authorities, agencies or bodies having responsibility for the supervision of financial
services or any other relevant authorities.”

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 11
CONDITIONS AND REQUIREMENTS FOR A PUBLIC OFFER OF DEBT
INSTRUMENTS

First: Conditions for a Public Offer of debt instruments

The conditions for making a public offer of debt instruments are:

1) The issuer must be a joint stock company, or a special purposes entity authorised in accordance
with the Rules for Special Purposes Entities.
2) Any application for registration and offer of debt instruments must be accompanied by a
prospectus.
3) When submitting an application for registration and offer of debt instruments, the issuer must
have been carrying on, either by itself or through one or more of its subsidiaries, the same main
activity for at least the previous three years before submitting the application for registration
and offer of debt instruments.
4) When submitting an application for registration and offer of debt instruments, the issuer must
have audited financial statements that cover at least the previous three financial years and that
were prepared in accordance with the accounting standards adopted by SOCPA.
5) If the period covered by the most recent audited financial statements has ended more than six
months prior to the expected date of approval of the application for registration and offer of
debt instruments, it shall submit to the Authority a reviewed interim financial statements
covering any period from the date of the end of the period covered by the latest audited financial
statements until the expected date of approval of the application for registration and offer of
debt instruments, or submit audited annual financial statements (as applicable).In all cases, the
period covered by the latest audited interim financial statements submitted to the Authority
shall not have ended more than (6) months before the date of approval of the application for
registration and offer of debt instruments.
6) Where the issuer has undergone material restructuring, an application for registration and offer
of debt instruments may not be submitted until one financial year has elapsed from the date of
completion of that material restructuring. For the purposes of this paragraph, "material
restructuring" shall mean:

a. disposing any of the issuer's asset that has contributed in generating (30%) or more of the
issuer's revenue or net income as per the most recent annual financial statements.

b. acquiring assets with a value exceeding (30%) or more of the net asset value of the issuer
as per the most recent annual financial statements.

c. acquiring a company with a shareholder equity constituting (30%) or more of the issuer's
shareholder equity as per the most recent annual financial statements.

7) The senior executives of the issuer must have an appropriate expertise and experience for the
management of the issuer’s business.
8) If reviewed interim financial statements are issued during the application period, the issuer must
provide a copy of such statements to the Authority as soon as reasonably practicable.
9) Where an issuer wishes to launch a debt instrument issuance programme, it must produce a
single prospectus which covers the maximum value of debt instruments which may be issued
under the programme. If the Authority approves the prospectus, all debt instruments which may
be issued under that programme must be offered within (24) months after the approval of the
prospectus.
10) In the event of offering convertible debt instruments or exchangeable debt instruments:

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 a. convertible debt instruments may be registered and offered only if the class of shares
into which they are convertible are already listed.
b. Exchangeable debt instruments may be registered and offered only if the shares into
which they are exchangeable are already listed; and the issuer may not dispose of shares
equal to the shares that may be exchanged before the expiration of those instruments’
maturity date.
c. The Authority's approval of the application for registration and offer of a convertible debt
instrument is regarded as approval of the issuance of the relevant share upon conversion.
11) Debt instruments offered by way of private placement may not be registered for the purpose of
direct listing on the Exchange unless the maturity date of the debt instruments that are the
subject of the registration application is at least one calendar year after the date of the
Authority’s approval of the application.
12) Convertible debt instruments offered by way of private placement may not be registered for the
purpose of direct listing on the Exchange unless the class of shares into which they may be
converted is listed.
13) An application for registration and offer of debt instruments may be accepted if it does not meet
the requirements of this Article if the Authority is satisfied that it will be in the interest of the
investors and that the issuer presented investors with the necessary information to arrive at an
informed judgment concerning the issuer and the debt instruments that are the subject of the
application.
14) In relation to an offer of debt instruments by a special purposes entity, the provisions of
paragraphs (3), (4), (5), (6) and (7) of this Article shall apply only on the sponsor.
15) Where the registration of asset-linked recourse debt instruments or debt-based recourse debt
instruments offered by way of private placement for the purpose of direct listing on the
Exchange by a special purposes entity, paragraph (6) of this Article shall apply on the sponsor
only.
16) In relation to an offer of debt instruments by a special purposes entity, the provisions of the
paragraph (8) of this Article shall apply on the special purposes entity and the sponsor.
17) Where an issuer (or the sponsor if the offer was made by a special purposes entity) already has
securities that are listed on the Exchange, paragraphs (3), (4), (5), (6) and (8) of this Article
shall not apply.
18) Paragraph (2) of this Article shall not apply in the event an issuer who has securities listed on
the Exchange issues additional debt instrument and such additional debt instruments lead to an
increase not exceeding 10% of the previously listed debt instruments, provided that the issuer
discloses any issuance made in accordance with this paragraph according to what the Authority
determines. For the purposes of determining this percentage, a series of issuances that take
place within (12) months are considered one issuance, and a series of deals that the Authority
considers to be one deal are considered one issuance.

Second: Requirement to Submit an Application for Registration and Offer to the Authority:

a) An issuer seeking to register and offer its debt instruments must submit an application to the
Authority which contains the information required under these Rules, and submit to the
Exchange, at the same time, an application for listing of such securities in accordance with the
provisions of the Listing Rules.
b) The issuer, or the sponsor if the issuer is a special purposes entity, must submit to the Authority
with its application for registration and offer electronic copies of the following documents (it
shall maintain original copies of such documents and submit it to the Authority at its
request):
1) a formal letter of application for registration and offer, signed by a representative of
the issuer that contains the applicable information as required by Annex (8) of these
Rules;

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 2) a list containing the names and civil registry numbers (or the equivalent to it for non-
Saudi nationals) of the directors and their relatives, senior executives and their relatives
and shareholders;
3) a declaration by the issuer in the form set out in Annex (9) of these Rules, and in case
the issuer is a special purposes entity, a declaration by the sponsor in the form set out
in Annex (9)(a) of these Rules;
4) a declaration and undertaking signed by the directors of the issuer and by each proposed
director of the issuer in the form set out in Annex (10) of these Rules, and in case the
issuer is a special purposes entity, a declaration and undertaking signed by the directors
of the sponsor and by each proposed director of the sponsor in the form set out in Annex
(10)(a) of these Rules;
5) approvals required by the relevant governmental agencies, where applicable;
6) evidence of the issuer obtaining the required approvals in accordance with Article (17)
of these Rules;
7) the draft prospectus in Arabic;
8) the issuer’s articles of association and bylaws and all amendments to date, and in case
the issuer is a special purposes entity, the sponsor’s articles of association and bylaws
and all amendments to date;
9) the audited annual financial statements of the issuer for each of the three financial years
immediately preceding submission of the application;
10) the latest interim financial statements produced since the date of the most recent audited
annual financial statements;
11) a presentation detailing the structure of the issuer and its subsidiaries, along with a
detailed description of the most recent restructuring of the issuer (if applicable);
12) a copy of the debenture agreement or any other document constituting or securing such
instruments must be included;
13) a copy of the agreement appointing the representative of the holders of the debt
instruments;
14) in case the issuer is a special purposes entity, the agreement governing the finance with
the sponsor;
15) in case the issuer is a special purposes entity, the agreement with the custodian (where
applicable);
16) in case the issuer is a special purposes entity, any agreement governing the special
purposes entity's investment or management; and
17) any other documentation that may be required by the Authority.
c) Following the approval of the application for registration and offer by the Authority and prior
to the listing, the issuer, or the sponsor if the issuer is a special purposes entity, must submit an
electronic copy (and shall maintain the original copies for submission at the Authority's request)
of the following documents:
1) a prospectus in Arabic signed by the representatives of the issuer who are appointed as
authorised signatories;
2) the debt instruments allocation model;
3) a pricing supplement (or a guiding pricing supplement for registration of debt
instruments offered by way of private placement) signed by a duly authorised
representative of the issuer, must be submitted in writing to the Authority as soon as the
issuer submits it to the Exchange for consideration under the Listing Rules; and if the
offer is by a special purposes entity in the context of a financing transaction subject to
the provisions of Part Five of these Rules, a pricing supplement signed by a
representative of the entity and the sponsor authorised to sign;
4) the latest reviewed interim financial statements (where applicable);
5) all relevant signed distribution agreements and subscription management agreements (as
applicable); and
6) an updated and signed letter that contains the applicable information as required by
Annex (8) of these Rules.

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 d) With regard to the debt instrument issuance program, the issuer, or the sponsor if the issuer is
a special purposes entity in the context of a financing transaction subject to the provisions of
Chapter Five of these Rules, must, following the approval of the application for registration and
offer by the Authority, and after the completion of the offering of each tranche of a debt issuance
programme but prior to the listing thereof, comply with the following requirements:
1) must submit the following documents to the Authority:
a. a pricing supplement (or a guiding pricing supplement for registration of debt
instruments offered by way of private placement) for each tranche under the
programme, signed by a duly authorised representative of the issuer, must be
submitted in writing to the Authority as soon as the issuer submits it to the
Exchange for consideration under the Listing Rules; and if the offer is by a
special purposes entity in the context of a financing transaction subject to the
provisions of Chapter Five of these Rules, a pricing supplement for each tranche
of the debt instrument issuance program signed by a representative of the entity
and the sponsor authorised to sign; and
b. a confirmation letter that the debt instruments in question have been offered.
2) the issuer must notify the Authority as soon as possible of the final allocation of the debt
instruments offered in accordance with the provisions of this section, as well as the total
amount paid compared to the total value offered under the prospectus;
3) the pricing supplement of each tranche under the programme must include details in
respect of the issue, maturity and redemption dates (if any) of the debt instruments
offered as well as the pricing details; and
4) the pricing supplement must provide the terms and conditions of an issue, in addition to
those set out in the prospectus related to the debt instrument issuance programme.
e) The issuer, or the sponsor in the case of an offering by a special purposes entity in the context
of a financing transaction subject to the provisions of Part Five of these rules, must disclose –
through the electronic system specifically designated for such purpose by the Exchange– the
pricing supplement referred to in paragraphs (c) and (d) of this Article upon the completion of
the offering of each issuance and upon the listing of debt instruments.
f) The issuer, or the sponsor if the issuer is a special purposes entity, must retain original copies
(or certified copy where appropriate) of all documents required pursuant to this Article for a
period not less than ten years from the completion of the offer. Without prejudice to this period,
in the event such documents relate to any litigation or claim (including any litigation pending
or threatened) or any on-going investigations, the issuer must retain such documents until the
closure of that litigation, claim or on-going investigation.
g) Subparagraphs (2), (8), (9), and (10) of paragraph (b), and subparagraph (4) of paragraph (c) of
this Section shall not apply if the issuer has securities listed on the Exchange.
h) Subparagraph (4) of Paragraph (b) of this Section shall not apply to an issuer whose shares are
listed on the Exchange.
i) In case the offer is made by a special purposes entity:
1) subparagraphs (2), (6), (9), and (10) of paragraph (b), subparagraphs (1) and (4) of
paragraph (c) and paragraph (f) of this Article shall apply to the sponsor in addition to
the special purposes entity.
2) subparagraph (2), (8), (9), and (10) of paragraph (b), and subparagraphs (4) of
paragraph (c) of this Article shall not apply to the sponsor if the sponsor has securities
listed on the Exchange.

Third: Conditions and Requirements of the Prospectus

a) The prospectus must contain all information which is necessary to enable an investor to make
an assessment of the activities, assets and liabilities, financial position, management and
prospects of the issuer and of its profits and losses and must include information in relation to
the number and price of the debt instruments and any obligations, rights, powers and privileges
attaching to them. If the Issuer is a Special purposes entity, the Prospectus shall include all
information necessary to enable the Investor to evaluate the activity, assets and liabilities of the

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 special purposes entity, in addition to the sponsor's assets, liabilities, financial position,
management, expected opportunities, profits and losses. and it shall include information on the
number and price of debt instruments and any obligations Rights, powers and privileges
associated with them.
b) Annex (14) of these Rules sets out the minimum information which must be included in a
prospectus for debt instruments where the issuer does not have securities listed on the
Exchange. If the Issuer is a Special purposes entity, Annex (14)(a) of these Rules shall
determine the minimum required information to be included in prospectus of issuing debt-based
recourse debt instruments or asset-linked recourse debt instruments for a special purposes
entity.
c) Annex (15) of these Rules sets out the minimum information which must be included in a
prospectus for debt instruments where the issuer has securities listed on the Exchange, provided
that such securities continue to be listed throughout the offer and listing process.

d) Annex (16) of these Rules sets out the minimum information which must be included in a
prospectus for convertible debt instruments and exchangeable debt instruments.

e) In case of registration of debt instruments offered by way of private placement, annex (17) of
these Rules sets out the minimum information which must be included in the registration
document for debt instruments offered by way of private placement for the purpose of direct
listing on the Exchange if issuer does not have securities listed on the Exchange, and annex
(18) of these Rules sets out the minimum information which must be included in the registration
document for debt instruments offered by way of private placement for the purpose of direct
listing on the Exchange where the issuer has securities listed on the Exchange, provided that
such securities continue to be listed throughout the offer and listing process.

f) The draft of the prospectus that is submitted to the Authority must be in the Arabic language.

g) The draft prospectus submitted to the Authority must be annotated in the margin to indicate
where the information required by the applicable paragraphs of these Rules has been included
and any changes from any previous drafts must be clearly marked. Each draft prospectus must
indicate the draft number and date of submission on its cover page.

h) If the issuer or sponsor -if the issuer is a special purposes entity-has its securities listed in the
Exchange, the prospectus may include electronic links referring to information that the issuer
or sponsor has previously disclosed in the Exchange, provided that the following conditions are
met:

1) the information must be published by the issuer or sponsor on the Exchange’s website;
2) all electronic links to the Exchange's website must be valid and functional at all times;
3) the information referred to must be defined in a clear and non-misleading manner; and
4) Such referrals should not prejudice the completeness, clarity, and correctness of any
information in the prospectus.

For the purposes of the Capital Market Law and its implementing regulations, the information
contained in the electronic pages referred to in the prospectus shall be considered part of the
prospectus.

Fourth: Conditions and Requirements of the Supplementary Prospectus

a) A supplementary prospectus must be submitted to the Authority if, at any time after that
prospectus has been published and before completion of the offer, the issuer, and the sponsor
in relation to issuance of debt instruments by a special purposes entity, becomes aware that:

1) there has been a significant change in material matters contained in the prospectus; or

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 2) additional significant matters have become known which would have been required to
be included in the prospectus.

b) A supplementary prospectus must contain the following (as applicable):

1) details of the change or new matters in accordance with paragraph (a) of this Article;

2) a declaration in the form specified at paragraph (2) of section (2) of Annex (14) of these
Rules, paragraph (2) of section (2) of Annex (14) (a) of these Rules, of these Rules,
paragraph (2) of section (2) of Annex (15) of these Rules, paragraph (2) of section (2)
of Annex (16) of these Rules, paragraph (2) of section (2) of Annex (17) of these Rules,
or paragraph (2) of section (2) of Annex (18) of these Rules, as the case may be;

3) a declaration by the directors, and the sponsor's directors if the issuer is a special
purposes entity, that there have been no significant changes in material matters nor
additional significant matters have arisen other than what has been disclosed in the
supplementary prospectus; and

4) a declaration by the directors, and the sponsor's directors if the issuer is a special
purposes entity, that a copy of the supplementary prospectus has been submitted to the
Authority.

c) Where a supplementary prospectus is submitted to the Authority under this Article, it must be
signed by the relevant representatives of the issuer who are appointed as authorised signatories.

d) Where a supplementary prospectus is submitted to the Authority under this Article, an investor
who subscribed for securities prior to the disclosure of the supplementary prospectus is
permitted to rescind or amend his subscription for such debt instruments prior to the end of the
offering period.

e) Where a supplementary prospectus is submitted to the Authority under this Article, the
Authority must be satisfied that the information contained in such supplementary prospectus is
complete and fulfils the requirements of the Capital Market Law, its Implementing Regulations
and the Exchange Rules. If the information supplied suggests to the Authority that the proposed
offer of securities may not be in the interest of the investors or may result in a breach of the
Capital Market Law, its Implementing Regulations or the Exchange Rules, then it may require
the issuer to terminate the offer.

f) The supplementary prospectus must not be published or otherwise made available to the public
without obtaining the approval of the Authority.

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 ANNEX 12
CONTENT OF A PROSPECTUS FOR SHARES

A prospectus submitted as part of an application for registration and offer of shares must contain the
information under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name, incorporation date and commercial registration number;

2) capital and number of shares;

3) a summary of the offer including share class and rights;

4) substantial shareholders;

5) targeted types of investors;

6) offer period and conditions;

7) shares that have been listed prior to the particular offer by the issuer (if applicable);

8) a statement that the issuer has submitted the application for registration and offer of
securities subject to this prospectus to the Authority, and an application for listing of
shares on the Exchange, and that all required documents have been submitted to the
relevant authorities;

9) a statement referring to the “Important Notice” and the “Risk Factors” under section (2)
and section (10) of this Annex, respectively before making an investment decision; and

10) the following declaration:

“This prospectus includes information provided as part of the application for registration and offer
of securities in compliance with the Rules on the Offer of Securities and Continuing Obligations
of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority") and the
application for listing of securities in compliance with the Listing Rules of the Saudi Stock
Exchange Company. The directors, whose names appear in this prospectus, collectively and
individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, there are no other facts the omission of which would make any statement herein
misleading. The Authority and the Exchange do not take any responsibility for the contents of this
prospectus, do not make any representation 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 prospectus.”

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the prospectus.

3. Corporate directory

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 This section must include the following:

1) the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement
or report included in the prospectus has been attributed:

a) the financial advisor;

b) the legal advisor;

c) the external auditor;

d) the underwriter; and

e) receiving entities

4. Offer summary

This section must include a disclaimer to the targeted investors on the importance of reading the
prospectus prior to making an investment decision and include the following information (where
applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders showing their ownership percentages and number of shares pre-
and post-offering;

4) the capital of the issuer;

5) issuer’s total number of shares;

6) the nominal value per share;

7) the total number of offered shares;

8) the percentage of offered shares to the capital of the issuer;

9) the offer price;

10) the total value of offer;

11) the use of the proceeds;

12) the number of offer shares underwritten;

13) the value of offer shares underwritten;

14) types of targeted investors;

15) the total number of offered shares available to each type of targeted investors;

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 16) subscription procedure for each type of targeted investors;

17) the minimum number of shares to be subscribed for by each type of targeted investors;

18) the minimum value of shares to be subscribed for by each type of targeted investors;

19) the maximum number of shares to be subscribed for by each type of targeted investors;

20) the maximum value of shares to be subscribed for by each type of targeted investors;

21) allocation method and description of the process where an excess of subscription monies
has been received for each type of targeted investors;

22) the offer period;

23) the rights to dividends;

24) voting rights;

25) restrictions on shares;

26) a statement regarding whether or not there has been a prior listing of the issuer’s shares;
and

27) a statement emphasising the importance of considering the “Important Notice” and “Risk
Factors” under section (2) and section (10) of this Annex, respectively prior to making
an investment decision in the offered shares.

5. Key dates and subscription procedure

This section must include:

1) a timetable showing the expected dates of the offering; and

2) a description of the subscription procedure.

6. Summary of basic information

This section must include a summary of the basic information contained in the prospectus,
including:

1) a disclaimer to investors about consideration of the prospectus as a whole, and not merely
the summary;

2) a description of the issuer;

3) the issuer’s mission and overall strategy;

4) the issuer’s key strengths and competitive advantages; and

5) an overview of the market.

7. Summary of financial information

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 This section must include a summary of key financial information contained in the prospectus,
including issuer’s operational performance, financial condition, cash flows, and key performance
indicators.

8. Table of contents

This section must include the prospectus table of contents.

9. Terms and definitions

This section must include the terms and definitions used through the prospectus.

10. Risk factors

This section must include information in relation to risk factors specific to:

1) the issuer;

2) the market or industry in which the issuer operates; and

3) the securities being offered.

11. Market and industry information

This section must include information on market trends and industry information specific to the
issuer’s operations and the source of the information contained therein.

12. Issuer’s background and business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the
commercial registration and, if different, the principal address of the issuer;

2) the date of incorporation of the issuer;

3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the
value paid up, the nominal value and a description of the shares;

4) a description and organisation chart of the group showing the issuer’s position within that
group (if applicable);

5) the general nature of the business of the issuer and the issuer’s substantial subsidiaries (if
applicable) and details of the main products sold or services performed and an indication
of any significant new products or activities;

6) if the issuer or the issuer’s substantial subsidiaries (if applicable) trades outside the
Kingdom, a statement showing the location of such trading operations must be provided.
Where a material portion of the issuer or the issuer’s subsidiaries assets’ are outside the
Kingdom, the value and location of such assets and the value of the assets located in the
Kingdom;

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 7) information concerning the policy of the issuer and the issuer’s substantial subsidiaries (if
applicable) on the research and development of new products and production processes
over the past three financial years, where significant;

8) particulars of any interruption in the business of the issuer and the issuer’s substantial
subsidiaries (if applicable) which may have or has had a significant effect on the financial
position in the last 12 months;

9) the number of people employed by the issuer and the issuer’s substantial subsidiaries (if
applicable) and any material changes to that number over the last two financial years,
with a breakdown of persons employed by main categories of activity and by Saudisation
ratio; and

10) a statement that no material change in the nature of the business is contemplated or, if one
is contemplated, a detailed description of that change and its impact on the issuer’s
business and profitability.

For the purpose of measuring the substantiality of a subsidiary, the issuer and its financial advisors
must consider its impact on the investment decision in the securities and its price, including but not
limited to, a subsidiary is considered substantial if it constitutes 5% or more of the total assets,
liabilities, revenues or profits of the issuer, or any potential obligations or on it.

13. Ownership and Organisational structure

This section must include the following information:

1) Ownership structure pre- and post-offering

2) Management:

a) the issuer’s organisational chart showing the directors structure, supervisory

committees, and the functions of senior executives;

b) the full names and description of the most significant professional and academic
qualifications and area of expertise and the date of appointment of all the directors or
proposed directors (showing whether the director is independent or executive or non-
executive), in addition to the senior executives and the secretary of the board;

c) details of other previous or current board positions held by all the directors or proposed
directors, senior executives, and the secretary of the board. The details should include
the name of the company, legal entity, membership dates, and the sector in which the
company operates;

d) details of any bankruptcies of each director or proposed director, senior executives, or

the secretary of the board;

e) details of any company insolvency in the preceding five years where any of the
directors or proposed directors, senior executives, or the secretary of the board were
employed by the insolvent company in a managerial or supervisory capacity;

f) a statement showing the direct or indirect interests of each director or proposed director,
senior executives, secretary of the board, and any of their relatives in (i) the shares or
debt instruments of the issuer or (ii) the issuer’s subsidiaries (if applicable) or (iii) that
may in any way affect the business of the issuer, or provide an appropriate negative
statement;

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 g) the aggregate remuneration and benefits in kind granted by the issuer or any affiliate
during the three financial years prior to offering to the directors and the five senior
executives who received the highest payments, including the CEO and CFO if they
were not within the top five;

h) a summary of existing or proposed service contracts, if any, of the directors, the CEO,
and CFO;

i) full particulars of any contract or arrangement in effect or contemplated at the time of

submission of the prospectus in which a director or senior executive or any of their
relatives is interested in relation to the business of the issuer or the issuer’s subsidiaries
(if applicable), or provide an appropriate negative statement;

j) information about the issuer’s directors’ committees, including the names of each
committee member and a summary of the terms of reference under which the
committee operates; and

k) information on the issuer’s compliance with Corporate Governance Regulations.

3) Employees

a. any employee share-schemes in place prior to the application for registration and offer
of securities that are subject to this prospectus along with details on the aggregate
amount of shares owned by the employees in the issuer; and

b. any other arrangements involving the employees in the capital of the issuer.

14. Financial information and management discussion and analysis

The information required below must be provided in relation to the issuer and the issuer’s
substantial subsidiaries (if applicable) for the three financial years immediately preceding the
application for registration and offer of the securities that are subject to this prospectus as well as
the period covered in the interim financial statements as per paragraph (4) of Article (23) of the
Rules on the Offer of Securities and Continuing Obligations:

1. comparative tables of financial information with commentary and analysis by management.

The comparative tables must:

a) be prepared on a consolidated basis;

b) be extracted without material adjustment from audited financial statements; and

c) include financial information presented in a form consistent with that which is adopted
in the issuer’s annual financial statements.

2. a report by certified external auditor to be prepared in accordance with the requirements of

Annex (21) of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:

a) where the external auditors’ report on the financial statements of the issuer for any of
the last three financial years immediately preceding the application for registration and
offer of securities that are subject to this prospectus has been qualified;

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 b) where the issuer has undergone restructuring in the three financial years immediately
preceding the date of the application for registration and offer of securities that are
subject to this prospectus;

c) where any material change has been made to the accounting policies of the issuer; or

d) where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to in sub-paragraph (a) above.

3. details of holdings, including holdings in contractually based securities or other assets whose
value may be subject to fluctuations or be difficult to ascertain with certainty, significantly
affecting the assessment of the issuer’s financial position.

4. the information required below must be provided in relation to the financial, operating
performance, and results of operations:

a) performance indicators;

b) the financial, operating performance, and results of operations of the main lines of
business;

c) any seasonal or business cycles which affect the business or the financial condition;

d) an explanation of any material changes from year to year in the financial information;

e) information regarding any governmental, economic, fiscal, monetary or political

policies or other factors that have materially affected, or could materially affect,
directly or indirectly, the operations;

f) the funding structure;

g) particulars of any alterations in the capital of the issuer, or where material, any of the
issuer’s substantial subsidiaries (if applicable) within the three years immediately
preceding the date of the application for registration and offer of securities that are
subject to this prospectus. Such particulars must state the price and terms of any issues
by the issuers or its subsidisers; and

h) a table showing any capital of the issuer or any subsidiaries subsidiary which is under
option, including the consideration for which the option was granted, and the price and
duration of the option, and the name and address of the grantee, or provide an
appropriate negative statement.

5. property, plant and equipment

a) a breakdown of any existing material fixed assets, including leased properties;

b) an explanation of the issuer’s depreciation policy and any changes contemplated in that
policy; and

c) any planned material fixed assets, including leased properties.

6. in relation to debt, a statement on a consolidated basis as at the most recent date must be
prepared covering the following:

a) a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between

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 guaranteed, unguaranteed, secured (whether the pledge is provided by the issuer or by
third parties) and unsecured loans, or provide an appropriate negative statement;

b) a breakdown and classification of all other borrowing or indebtedness, including bank

overdrafts, liabilities under acceptances, acceptance credits or hire purchase
commitments, distinguishing between guaranteed, unguaranteed, secured and
unsecured borrowing and debt, or provide an appropriate negative statement;

c) a breakdown and classification of all mortgages, rights and charges on the issuer, and
its subsidiaries’ properties, or provide an appropriate negative statement; and

d) a breakdown of any contingent liabilities or guarantees, or provide an appropriate

negative statement.

7. a working capital statement in accordance with paragraph (8) of Article (23) of the Rules on
the Offer of Securities and Continuing Obligations.

8. a statement by the directors of any material adverse change in the financial or trading position
in the three financial years preceding the application for registration and offer of securities that
are subject to this prospectus and during the period from the end of the period covered in the
external auditors’ report up to and including the date of approval of the prospectus, or provide
an appropriate negative statement.

9. particulars of any commissions, discounts, brokerages or other non-cash compensation granted

within the three years immediately preceding the application for registration and offer of
securities that are the subject of this prospectus in connection with the issue or offer of any
securities by the issuer or any of the issuer’s subsidiaries (if applicable), together with the names
of any directors, proposed directors, senior executives, persons offering or placing the securities
or experts who received any such payment or benefit, or provide an appropriate negative
statement.

For the purpose of measuring the substantiality of a subsidiary, the issuer and its financial advisors must
consider its impact on the investment decision in the securities and its price, including but not limited
to, a subsidiary is considered substantial if it constitutes 5% or more of the total assets, liabilities,
revenues or profits of the issuer, or any potential obligations or on it.

15. Dividend policy

This section must include an explanation of the issuer’s dividend policy, as well as details on any
dividend payments made during the last three years.

16. Use of proceeds and future projects

a) This section must include an estimate of the proceeds of the offer and the offer expenses and a
statement as to how such proceeds are intended to be used.

b) Where the proceeds are to be used to fund future projects, the nature of these projects should
be described and the following information included:

1) future projects' key milestones and timetable; and

2) an estimate and breakdown of future projects costs, showing the stage in which such costs
will be incurred, in addition to details regarding the sources of financing.

17. Statements by experts

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 Where the prospectus includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the prospectus of the expert’s statement included in the form and context in which it is included.

18. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the issuer or any of the issuer’s subsidiaries (if applicable)
which may have or has had a significant effect on the financial position in the last 12
months.

2) other than what has been mentioned on page [●] of this prospectus, no commissions,
discounts, brokerages or other non-cash compensation have been granted within the three
years immediately preceding the application for registration and offer of securities that are
the subject of this prospectus in connection with the issue or offer of any securities by the
issuer or any of the issuer’s subsidiaries (if applicable).

3) other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the issuer or its subsidiaries
(if applicable) in the three financial years preceding the application for registration and
offer of securities that are subject to this prospectus and during the period from the end of
the period covered in the external auditors’ report up to and including the date of approval
of the prospectus.

4) other than what is mentioned on page [●] of this prospectus, they do not have any
shareholding or interest of any kind in the issuer or any of the issuer’s subsidiaries (if
applicable), and nor does any relative of theirs.

5) The Issuer - individually or jointly with its subsidiaries (if any) – has a working capital
sufficient for a period of at least 12 months immediately following the date of publication
of the Prospectus.

19. Legal information

This section must include the following legal information:

1) the following declarations from the board of directors that:

a) the issuance does not constitute a breach of the relevant laws and regulations in Saudi
Arabia;

b) the issuance does not constitute a breach of any contract/agreement entered into by
the issuer;

c) all material legal issues concerning the issuer have been disclosed in the prospectus;

d) other than what has been mentioned on page [●] of this prospectus, the issuer and its
subsidiaries are not subject to any claims, litigious cases or any other type of legal
proceedings that could individually or collectively have a material effect on the
business of the issuer or its subsidiaries or their financial position; and

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 e) other than what has been mentioned on page [●] of this prospectus, the directors are
not subject to any claims, litigious cases or any other type of legal proceedings that
could individually or collectively have a material effect on the business of the issuer
or its subsidiaries or their financial position.

2) a summary of the provisions of the issuer’s bylaws and other constitutional documents,
including but not limited to:

a) the object clause;

b) provisions relating to the issuer’s administrative, management and supervisory

bodies;

c) provisions relating to the rights and restrictions attached to the issuer’s securities;

d) provisions governing the alteration of share rights or classes;

e) provisions governing the conduct of general assembly meetings;

f) provisions governing liquidation and winding up;

g) any power enabling a director or the CEO to vote on a contract or proposal in which
he has an interest;

h) any power enabling a director or the CEO to vote on remuneration to themselves; and

i) any powers allowing the directors or the senior executives to borrow from the issuer.

3) a summary of all material contracts.

4) a summary of all related party material contracts.

5) in relation to the issuer and its subsidiaries (if applicable), the following must be included:

a) particulars of any intangible assets such as trademarks, patents, copyright or other

intellectual property rights which are material in relation to the issuer's or any of its
subsidiaries (if applicable) business or profitability, and a statement regarding the
extent to which the issuer or any of its subsidiaries (if applicable) is dependent on
such assets; and

b) particulars of any litigation or claim (including any litigation pending or threatened)

or any ongoing investigations which may have a material effect on the issuer’s or any
of its subsidiaries business or financial position, or an appropriate negative statement.

6) as to the shares that are the subject of the application, a description of the rights of the
holders of the shares must be provided, as follows:

a) the voting rights, rights to dividends, rights to redemption or repurchase or to surplus

assets on liquidation, winding up or otherwise, and all other significant information
regarding the rights of the holders of such shares; and

b) a summary of the approvals necessary for the variation of such rights.

20. Underwriter

This section must include information about the underwriter of the offer, as follows:

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 1) the name and address of the underwriter; and

2) the principal terms of the underwriting agreement, including the compensation arrangement
between the issuer and the underwriter.

21. Expenses

This section must include details of the aggregate offer expenses.

22. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

23. Information concerning the shares and terms and conditions of the offer

This section must include the following information:

1) a statement that application has been made to the Authority for the application for
registration and offer of securities and to the Exchange for listing;

2) the type and total value of the offer including the number of shares being offered;

3) the offer price and the nominal value of each share;

4) the subscription method;

5) the offer period and conditions;

6) the method of allocation of the shares and refund of excess monies;

7) when and under what circumstances the offer may be suspended;

8) a description of the resolutions, and approvals by virtue of which the shares will be offered;

9) details of any lock-up arrangement in place restricting the disposal of particular shares; and

10) if a public or private offer has been or is being made simultaneously on the markets of two
or more countries at the same time, and if a tranche has been or is being reserved for certain
of these markets, details of any such offer or tranche must be provided.

24. Subscription Declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange's details.

25. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 20 days before the end of the offer period):

1) the bylaws and other constitutional documents of the issuer;

2) any document or order granting permission to offer securities to the public;

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 3) each contract disclosed pursuant to sub-paragraph (i) of paragraph (2) of section (13) of
this Annex or, if the contract is not produced in writing, a memorandum giving full
particulars of the agreement;

4) all other reports, letters, documents, value estimates or statements by any expert any part
of which is extracted or referred to in the prospectus; and

5) the audited financial statements of the issuer for each of the three financial years
immediately preceding the date of the publication of the prospectus, in addition to the most
recent interim financial statements.

26. External auditor’s report

The issuer’s audited financial statements for the three years immediately preceding the date of the
publishing the prospectus, in addition to the most recent interim financial statements, must be
enclosed.

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 ANNEX 13
CONTENT OF A PROSPECTUS FOR A RIGHTS ISSUE

A prospectus submitted as part of an application for registration and offer of preference shares must
contain the information under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) a summary of the offer including share class and rights;

2) targeted types of investors;

3) offer period and conditions;

4) shares that have been listed prior to the particular offer by the issuer;

5) a statement that the issuer has submitted the application for registration and offer of securities
that are subject to this prospectus to the Authority and the application for listing to the Exchange
and has submitted all the required documents to the relevant authorities;

6) a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (10) of this Annex, respectively before making an investment decision; and

7) the following declaration:

“This prospectus includes information provided as part of the application for registration and
offer of securities in compliance with the Rules on the Offer of Securities and Continuing
Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority")
and the application for listing of securities in compliance with the Listing Rules of the Saudi
Stock Exchange Company. The directors, whose names appear in this prospectus, collectively
and individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts the omission of which would make any statement
herein misleading. The Authority and the Saudi Stock Exchange Company do not take any
responsibility for the contents of this prospectus, do not make any representation 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 prospectus.”

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the prospectus.

3. Corporate directory

This section must include the following:

1) the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

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 2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed:

a) the financial advisor;

b) the legal advisor;

c) the external auditor;

d) the underwriter; and

e) receiving entities

4. Offer summary

This section must include a disclaimer to the targeted investors on the importance of reading the
prospectus prior to making an investment decision and contain the following information (where
applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders showing their ownership percentages and number of shares pre-
offering;

4) the purpose(s) of the issuance of the proposed rights issue;

5) the total proceeds expected to be raised and a detailed breakdown and description of the
proposed use of the proceeds;

6) the total proceeds raised on the most recent rights issue, its breakdown and description as well
as the use, or (where applicable) the expected use of such proceeds not yet utilised;

7) any information required under Annex (12) of the Rules on the Offer of Securities and
Continuing Obligations that has materially changed since approval of the most recent
prospectus;

8) any additional information required by the Authority to be provided in the rights issue
prospectus as it deems appropriate;

9) the capital of the issuer;

10) issuer’s total number of shares;

11) the nominal value per share;

12) the total number of offered shares;

13) the percentage of offered shares to the capital of the issuer;

14) the offer price;

15) the total value of offer;

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 16) the number of offer shares underwritten;

17) the value of offer shares underwritten;

18) types of targeted investors;

19) the total number of offered shares available to each type of targeted investors;

20) the minimum number of shares to be subscribed for by each type of targeted investors;

21) the minimum value of shares to be subscribed for by each type of targeted investors;

22) the maximum number of shares to be subscribed for by each type of targeted investors;

23) the maximum value of shares to be subscribed for by each type of targeted investors;

24) allocation method and description of the process where an excess of subscription monies has
been received for each type of targeted investors;

25) the offer period;

26) the rights to dividends;

27) voting rights;

28) restrictions on shares or rights;

29) a statement regarding whether or not there has been a prior listing of the issuer’s shares; and

30) a statement emphasising the importance of considering the “Important Notice” and “Risk
Factors” under section (2) and section (10) of this Annex, respectively prior to making an
investment decision in the offered shares.

5. Key dates and subscription procedure

This section must include:

1) a timetable showing the expected dates of the offering; and

2) a description of the subscription procedure.

6. Summary of basic information

This section must contain a summary of the basic information contained in the prospectus,
including:

1) a disclaimer to investors about consideration of the prospectus as a whole, and not merely the
summary;

2) a description of the issuer;

3) the issuer’s mission and overall strategy;

4) the issuer’s key strengths and competitive advantages; and

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 5) an overview of the market.

7. Summary of financial information

This section must contain a summary of key financial information contained in the prospectus,
including issuer’s operational performance, financial condition, cash flows, and key performance
indicators.

8. Table of contents

This section must include the prospectus table of contents.

9. Terms and definitions

This section must include the terms and definitions used through the prospectus.

10. Risk factors

This section must contain information in relation to risk factors specific to:

1) the issuer;

2) the market or industry in which the issuer operates; and

3) the securities being offered.

11. Employees

1) Any employee share schemes in place prior to the application for registration and offer of
securities that are subject to this prospectus along with details on the aggregate amount of shares
owned by the employees in the issuer; and

2) Any other arrangements involving the employees in the capital of the issuer.

12. Financial information and management discussion and analysis

The information required below must be provided in relation to the issuer and the issuer’s
substantial subsidiaries (if applicable) for the three financial years immediately preceding the
application for registration and offer of securities that are subject to this prospectus as well as the
period covered in the interim financial statements as per paragraph (4) of Article (23) of the Rules
on the Offer of Securities and Continuing Obligations:

1) comparative tables of financial information with commentary and analysis by management. The
comparative tables must:

a) be prepared on a consolidated basis;

b) be extracted without material adjustment from audited financial statements; and

c) include financial information presented in a form consistent with that which is adopted in
the issuer’s annual financial statements.

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2) a report by certified external auditor to be prepared in accordance with the requirements of
Annex (21) of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:

a) where the external auditors’ report on the financial statements of the issuer for any of the
last three financial years immediately preceding the application for registration and offer
of securities that are subject to this prospectus has been qualified;

b) where the issuer has undergone restructuring during the three financial years immediately
preceding the date of the application for registration and offer of securities that are subject
to this prospectus;

c) where any material change has been made to the accounting policies of the issuer; or

d) where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred above.

3) details of holdings, including holdings in contractually based securities or other assets whose
value may be subject to fluctuations or be difficult to ascertain with certainty, significantly
affecting the assessment of the issuer’s financial position.

4) the information required below must be provided in relation to the financial, operating
performance, and results of operations:

a. performance indicators;

b. the financial, operating performance, and results of operations of the main lines of business;

c. any seasonal or business cycles which affect the business or the financial condition;

d. an explanation of any material changes from year to year in the financial information;

e. information regarding any governmental, economic, fiscal, monetary or political policies

or other factors that have materially affected, or could materially affect, directly or
indirectly, the operations;

f. the funding structure;

g. particulars of any alterations in the capital of the issuer, or where material, any of the
issuer’s substantial subsidiaries (if applicable) within the three years immediately
preceding the date of the application for registration and offer of securities that are subject
to this prospectus. Such particulars must state the price and terms of any issues by the
issuers or its subsidisers; and

h. a table showing any capital of the issuer or any substantial subsidiary which is under option,
including the consideration for which the option was granted, and the price and duration of
the option, and the name and address of the grantee, or provide an appropriate negative
statement.

For the purpose of measuring the substantiality of a subsidiary, the issuer and its financial
advisors must consider its impact on the investment decision in the securities and its price,
including but not limited to, a subsidiary is considered substantial if it constitutes 5% or more
of the total assets, liabilities, revenues or profits of the issuer, or any potential obligations or on
it.

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 5) property, plant and equipment

a) a breakdown of any existing material fixed assets, including leased properties;

b) an explanation of the issuer’s depreciation policy and any changes contemplated in that
policy; and

c) any planned material fixed assets, including leased properties.

6) in relation to debt, a statement on a consolidated basis as at the most recent date must be prepared
covering the following:

a) a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between
guaranteed, unguaranteed, secured (whether the pledge is provided by the issuer or by third
parties) and unsecured loans, or provide an appropriate negative statement;

b) a breakdown and classification of all other borrowing or indebtedness, including bank

overdrafts, liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;

c) a breakdown and classification of all mortgages, rights and charges on the issuer, and its
subsidiaries’ properties, or provide an appropriate negative statement; and

d) a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative

statement.

7) a statement by the directors of any material adverse change in the financial or trading position
in the three financial years preceding the application for registration and offer of securities that
are subject to this prospectus and during the period from the end of the period covered in the
external auditors’ report up to and including the date of approval of the prospectus, or provide
an appropriate negative statement.

8) particulars of any commissions, discounts, brokerages or other non-cash compensation granted

within the three years immediately preceding the application for registration and offer of
securities that are subject to this prospectus in connection with the issue or offer of any
securities by the issuer or any of the issuer’s subsidiaries (if applicable), together with the names
of any directors, proposed directors, senior executives, persons offering or placing the securities
or experts who received any such payment or benefit, or provide an appropriate negative
statement.

13. Use of proceeds and future projects

a) This section must include an estimate of the proceeds of the offer and the offer expenses and a
statement as to how such proceeds are intended to be used.

b) Where the proceeds are to be used to fund future projects, the nature of these projects should
be described and the following information included:

1) future projects’ key milestones and timetable; and

2) an estimate and breakdown of future projects costs, showing the stage in which such costs
will be incurred, in addition to details regarding the sources of financing.

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14. Statements by experts

Where the prospectus includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the prospectus of the expert’s statement included in the form and context in which it is included.

15. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the issuer or any of the issuer’s subsidiaries (if applicable) which
may have or has had a significant effect on the financial position in the last 12 months.

2) other than what has been mentioned on page [●] of this prospectus, no commissions, discounts,
brokerages or other non-cash compensation have been granted within the three years
immediately preceding the application for registration and offer of securities that are the subject
of this prospectus in connection with the issue or offer of any securities by the issuer or any of
the issuer’s subsidiaries (if applicable).

3) other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the issuer or its subsidiaries (if
applicable) in the three financial years preceding the application for registration and offer of
securities that are subject to this prospectus and during the period from the end of the period
covered in the external auditors’ report up to and including the date of approval of the
prospectus.

4) other than what is mentioned on page [●] of this prospectus, they do not have any shareholding
or interest of any kind in the issuer or any of the issuer’s subsidiaries (if applicable), and nor
does any relative of theirs.

16. Legal Information

This section must include the following declarations from the board of directors that:

a) the issuance does not constitute a breach of the relevant laws and regulations in Saudi Arabia.

b) the issuance does not constitute a breach of any contract/agreement entered into by the issuer.

c) all material legal issues concerning the issuer have been disclosed in the prospectus.

d) other than what has been mentioned on page [●] of this prospectus, the issuer and its subsidiaries
are not subject to any claims, litigious cases or any other type of legal proceedings that could
individually or collectively have a material effect on the business of the issuer or its subsidiaries
or their financial position.

e) other than what has been mentioned on page [●] of this prospectus, the directors are not subject
to any claims, litigious cases or any other type of legal proceedings that could individually or
collectively have a material effect on the business of the issuer or its subsidiaries or their
financial position.

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17. Underwriter

This section must include information about the underwriter of the offer, as follows:

a) the name and address of the underwriter; and

b) the principal terms of the underwriting agreement, including the compensation arrangement
between the issuer and the underwriter.

18. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

19. Information concerning the shares and terms and conditions of the offer

This section must include the following information:

1) a statement that application has been made to the Authority for the registration and offer of the
securities that are subject to this prospectus and to the Exchange for listing;

2) the type and total value of the offer including the number of shares being offered;

3) the offer price and the nominal value of each share;

4) the subscription method;

5) the offer period and conditions;

6) the method of allocation of the shares and refund of excess monies;

7) when and under what circumstances the offer may be suspended;

8) a description of the resolutions, and approvals by virtue of which the shares will be offered;

9) details of any lock-up arrangement in place restricting the disposal of particular shares; and

10) if a public or private offer has been or is being made simultaneously on the markets of two or
more countries at the same time, and if a tranche has been or is being reserved for certain of
these markets, details of any such offer or tranche must be provided.

20. Price dilution

This section must include information on the price dilution effects and its impact on the
shareholders.

21. Subscription Declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange’s details.

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22. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 14 days before the extraordinary general assembly and such documents must
remain available for inspection until the end of the offer period):

1) the bylaws and other constitutional documents of the issuer;

2) any document or order granting permission to offer securities to the public;

3) any feasibility studies prepared in relation to the projects that will be financed from the proceeds
of the offer;

4) all other reports, letters, documents, value estimates or statements by any expert any part of
which is extracted or referred to in the prospectus; and

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 ANNEX 13 (A)
CONTENT OF A PROSPECTUS FOR SHARE ISSUANCE WITH THE
SUSPENSION OF PREEMPTIVE RIGHTS

A prospectus submitted as part of an application for registration and offer of shares of a capital increase
with the suspension of preemptive rights must contain the information under the following sections at
a minimum:

1. Cover page

This section must include the following information (where applicable):

1) a summary of the capital increase including share class and its rights;

2) The reasons for the capital increase, including management's discussion and analysis in this
regard;

3) the general structure of the proposed capital increase;

4) targeted investor and their categories;

5) offer period and conditions;

6) A statement on whether the targeted investor categories include related parties, and the identity
and ownership of these parties if applicable;

7) share pricing mechanism;

8) Restrictions related to participation in the subscription;

9) The time period of the operation;

10) A statement from the Board of Directors of the Issuer stating that they believe that the capital
increase is in the interest of the Issuer and the shareholders;

11) a statement that the issuer has submitted an application to the Authority for the registration and
offer of securities and an application to the Exchange for listing such securities, and that all
requirements have been met;

12) a statement indicating the importance of referring to the “Important Notice” and “Risk Factors”
included in section (2) and section (10) of this Annex;

13) the following declaration:

“This prospectus includes information provided as part of the application for registration and
offer of securities in compliance with the Rules on the Offer of Securities and Continuing
Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority")
and the application for listing of securities in compliance with the Listing Rules of the Saudi
Stock Exchange Company. The directors, whose names appear in this prospectus, collectively
and individually, accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts the omission of which would make any statement
herein misleading. The Authority and the Saudi Stock Exchange Company do not take any
responsibility for the contents of this prospectus, do not make any representation as to its

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 accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this prospectus. If any of the contents of this
prospectus is difficult to understand, an authorised financial advisor must be consulted”.

2. Important notice

This section must include a notice which shows the purpose of the prospectus and the nature of
information mentioned in the prospectus.

3. Corporate directory

This section must include the following:

1) the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed.

a) the financial advisor;

b) the legal advisor;

c) the external auditor;

d) the Capital Market Institutions authorised to place or sell the securities.

4. Offer Summary

This section must include a disclaimer to the targeted investors on the importance of reading the
prospectus prior to making an investment decision and contain the following information (where
applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders and their ownership percentages and number of shares they own before
the offering;

4) the capital of the issuer;

5) The purpose of issuing shares for the increase of capital with the suspension of preemptive
rights;

6) the total proceeds expected to be raised and a detailed breakdown and description of the
proposed use of the proceeds;

7) any information required under Annex (12) of the Rules on the Offer of Securities and
Continuing Obligations that has materially changed since approval of the most recent
prospectus;

8) any additional information required by the Authority to be provided in the prospectus as it

deems appropriate;

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 9) issuer’s total number of shares;

10) the nominal value per share;

11) the total number of offered shares;

12) the total number of offered shares available to each category of targeted investors;

13) the percentage of offered shares to the capital of the issuer;

14) the offer price;

15) the total value of the offer;

16) the minimum number of shares to be subscribed for by each category of targeted investors;

17) the minimum value of shares to be subscribed for by each category of targeted investors;

18) the maximum number of shares to be subscribed for by each category of targeted investors;

19) the maximum value of shares to be subscribed for by each category of targeted investors;

20) the method for share allocation and refund of amounts paid in excess to such allocation for each
category of targeted investors;

21) the offer period;

22) shares that have been listed prior to the particular offer by the issuer;

23) the rights to dividends for the new shares;

24) voting rights for the new shares.

25) restrictions on the new shares.

26) The reduction percentage in the ownership of current shareholders in the issuer as a result of
the capital increase for the purpose declared in the prospectus.

27) a statement that the proposed capital increase is subject to the shareholders’ approval at the
extraordinary general assembly meeting.

28) a statement indicating the importance of referring to the “Important Notice” and “Risk Factors”
included in section (2) and section (10) of this Annex.

5. Key dates and subscription procedure

This section must include:

1) a timetable showing the expected dates of the offering.

2) a description of the subscription procedure.

6. Summary of basic information

This section must include a summary of the basic information contained in the prospectus,
including:

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 1) a disclaimer to investors on making an investment decision based on reading the prospectus as
a whole, and not merely the summary;

2) description of the issuer.

3) the issuer’s mission and overall strategy.

4) the issuer’s key strengths and competitive advantages.

5) an overview of the market.

7. Summary of financial information

This section must include a summary of key financial information contained in the prospectus,
including issuer’s operational performance, financial condition, cash flows, and key indicators.

8. Table of contents

This section must include the prospectus’ table of contents.

9. Definitions and terms

This section must include the definitions and terms used in the prospectus.

10. Risk factors

This section must include information in regards to risk factors in relation to:

1) the issuer;

2) the market or industry in which the issuer operates; and

3) the securities being offered.

4) the change in the ownership of current shareholders and associated reduction of voting powers.

11. Employees

1) Any employee share schemes in place prior to the application for registration and offer of
securities that are subject to this prospectus along with details on the total amount of shares
owned by the employees in the issuer; and

2) Any other arrangements involving the employees in the capital of the issuer.

12. Use of proceeds and future projects

1) This section must include an estimate of the proceeds of the offer and the offer expenses and a
statement as to how such proceeds are intended to be used.

2) If the proceeds are to be used to fund future projects, the nature of these projects should be
described and the following information should be included:

a) future projects' key milestones and timetable; and

b) an estimate and breakdown of future projects' costs, showing the stages in which such costs
will be incurred, in addition to details regarding the sources of financing.

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13. Statements by experts

If the prospectus includes a statement made by an expert, the qualifications of the expert must be
included as well as a statement on whether such expert or any relative has any shareholding or
interest of any kind in the issuer or any of its subsidiaries. In addition, the statement should confirm
that the expert has given and not withdrawn his written consent to the publication in the prospectus
of the expert’s statement included in the form and context in which it is included.

14. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the issuer or any of the issuer’s subsidiaries (if applicable) which
may have or has had a significant effect on the financial position in the last (12) months.

2) other than what has been mentioned on page [●] of this prospectus, no commissions, discounts,
brokerages fees or other non-cash compensations have been granted by the issuer or any of its
subsidiaries (if applicable) during the year preceding the application for registration and offer
of shares that are the subject of this prospectus in relation to the issue or offer of any shares.

3) other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or commercial position of the issuer or its subsidiaries
(if applicable) during the financial year preceding the application for registration and offer of
shares.

4) other than what is mentioned on page [●] of this prospectus, neither they nor their relatives have
any shareholding or interest of any kind in the issuer or any of the issuer’s subsidiaries (if
applicable).

15. Legal Information

This section must include the following declarations from the board of directors that:

a) the issuance does not constitute a breach of the relevant laws and regulations in Saudi Arabia.

b) the issuance does not constitute a breach of any contract/agreement entered into by the issuer.

c) all material legal issues concerning the issuer have been disclosed in the prospectus.

d) other than what has been mentioned on page [●] of this prospectus, the issuer and its
subsidiaries are not subject to any lawsuits or legal proceedings that could individually or
collectively have a material effect on the business of the issuer or its subsidiaries or their
financial position.

e) other than what has been mentioned on page [●] of this prospectus, the directors are not subject
to any lawsuits or legal proceedings that could individually or collectively have a material effect
on the business of the issuer or its subsidiaries or their financial position.

16. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

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17. Information concerning the shares and terms and conditions of the offer

This section must include the following information:

1) a statement that application has been submitted to the Authority for the registration and offer
of the shares and to the Exchange for the listing of such shares.

2) the type and total value of the offer including the number of shares being offered.

3) the offer price and the nominal value of each share.

4) the subscription method.

5) the offer period and conditions.

6) the method of allocation of the shares and refund of excess monies.

7) when and under what circumstances the offer may be suspended.

8) a description of the resolutions and approvals by virtue of which the shares will be offered.

9) details of any arrangement in place to restrict the disposal of any particular shares.

10) if a public or private offer has been or is being made simultaneously on the markets of two or
more countries at the same time, and if a tranche has been or is being reserved for certain of
these markets, details of any such offer or tranche must be provided.

18. Subscription Declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange’s details.

19. Price dilution

This section must include information on the price dilution effects and its impact on the
shareholders.

20. Procedures of Incomplete Offer

This section must include procedures to be taken by the issuer in case the offer is not completed.

21. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the time period during which the inspection may take place
(provided that it is not less than 14 days before the date of convening the extraordinary general
assembly meeting and such documents must remain available for inspection until the end of the
offer period):

1) the bylaws and other constitutional documents of the issuer.

2) any document or order granting permission to offer securities to the public.
3) any feasibility studies prepared in relation to the projects that will be financed from the proceeds
of the offer.

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4) all other reports, letters, documents, value estimates or statements prepared by any expert and
of which any part is referred to or included in the prospectus.
5) the consent letters of the issuer's advisors for the use of their names, logos and statements in
the prospectus.
6) any other documents requested by the Authority.

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 ANNEX 14
CONTENT OF A PROSPECTUS FOR DEBT INSTRUMENTS FOR AN ISSUER
WITHOUT SECURITIES LISTED ON THE EXCHANGE

A prospectus submitted for the registration and the offer of debt instruments from an issuer which does
not have any listed securities on the Exchange at the time of submission must contain the information
under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name, incorporation date and commercial registration number;

2) prospectus date;

3) the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued;

4) offer period and conditions;

5) name of the financial advisor, arranging manager, and underwriter (if any); and);

6) a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (8) of this Annex, respectively before making an investment decision; and

2. Important notice

This section must include the following:

1) a notice which shows the purpose and the nature of information mentioned in the prospectus.

2) the following declaration:

“This prospectus includes information provided as part of the application for registration and offer of
securities in compliance with the Rules on the Offer of Securities and Continuing Obligations of the
Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority") and the application for
listing of securities in compliance with the Listing Rules of the Saudi Stock Exchange Company. The
directors, whose names appear in this prospectus, collectively and individually accept full responsibility
for the accuracy of the information contained in this prospectus and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading. The Authority and the Saudi Stock Exchange Company
do not take any responsibility for the contents of this prospectus, do not make any representation 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 prospectus”.

3. Table of contents

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 This section must include a table of contents.

4. Terms and definitions

This section must include the terms and definitions used through the prospectus.

5. Corporate directory

This section must include the following:

1) the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed:

a) the financial advisor;

b) the legal advisor;

c) the external auditor; and

d) the Capital Market Institutions authorised to place or sell the securities.

e) the underwriter (if any)

f) credit rating agency (if any);

g) representative of debt instrument holders; and

h) receiving entities.

6. Offer summary

This section must include a disclaimer to the target investors on the importance of reading the
prospectus prior to making an investment decision and include the following information (where
applicable):

1) the issuer’s name, description and incorporation information;

2) the nominal value for offered debt instrument;

3) the use of proceeds;

4) subscription method;

5) allocation method and description of the process where an excess of subscription monies has
been received for all types of targeted investors;

6) the offer period;

7) full information of rights granted to holders of the debt instruments;

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 8) debt instruments particulars;

9) details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the issuer’s or the holder of debt instruments’ request and the
date from which payments are due to start;

10) restrictions on debt instruments;

11) details of the arrangements for transfer of the debt instruments;

12) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

13) details of the early redemption of the debt instruments;

14)include details of any guarantees related to the debt instruments offered (if any);

15) a statement showing the tax and zakat treatment of the debt instruments offered and any tax
and zakat obligations on holders of the debt instruments; and

16) issuer and debt instruments credit rating (if any).

7. Summary of basic information

This section must include a summary of the basic information contained in the prospectus,
including:

1) a disclaimer to investors about consideration of the prospectus as a whole, and not merely the
summary;

2) a description of the issuer;

3) the issuer’s mission and overall strategy;

4) the issuer’s key strengths and competitive advantages; and

5) an overview of the market.

8. Risk factors

This section must include information in relation to risk factors specific to:

1) the issuer;

2) the market or industry in which the issuer operates; and

3) the securities being offered.

9. Issuer’s background and business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the commercial
registration and, if different, the principal address of the issuer;

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 2) the date of incorporation of the issuer;

3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value
paid up, the nominal value and a description of the shares;

4) a description and organisation chart of the group showing the issuer’s position within that group
(if applicable);

5) the general nature of the business of the issuer and the issuer’s subsidiaries (if applicable) and
details of the main products sold or services performed and an indication of any significant new
products or activities;

6) if the issuer or the issuer’s subsidiaries (if applicable) trades outside the Kingdom, a statement
showing the location of such trading operations must be provided. Where a material portion of
the issuer or the issuer’s subsidiaries assets’ are outside the Kingdom, the value and location of
such assets and the value of the assets located in the Kingdom;

7) a statement that no material change in the nature of the business is contemplated or, if one is
contemplated, a detailed description of that change and its impact on the issuer’s business and
profitability.

10. Organisational structure

This section must include the following information:

a) the issuer’s organisational chart showing the directors structure, supervisory committees,
and the functions of senior executives;

b) the full names and description of the most significant professional and academic
qualifications and area of expertise and the date of appointment of all the directors or
proposed directors (showing whether the director is independent or executive or non-
executive), in addition to the senior executives and the company secretary of the issuer;

c) details of other previous or current board positions held by all directors or proposed
directors or senior executives and the company secretary of the issuer. The details should
include, the name of the company, legal entity, membership dates, and the sector in which
the company operates;

d) details of any bankruptcies of each director or proposed director, senior executives, or the
company secretary of the issuer;

e) details of any company insolvency in the preceding five years where any of the directors
or proposed directors, senior executives, or the company secretary of the issuer were
employed by the insolvent company in a managerial or supervisory capacity;

f) a statement showing the direct or indirect interests of each director or proposed director,
senior executives, secretary of the board, and any of their relatives in (i) the shares or debt
instruments of the issuer or (ii) the issuer’s subsidiaries (if applicable), or provide an
appropriate negative statement;

g) full particulars of any contract or arrangement in effect or contemplated at the time of

submission of the prospectus in which a director or senior executive or any of their relatives
is interested in relation to the business of the issuer or the issuer’s subsidiaries (if
applicable), or provide an appropriate negative statement;

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 h) information about the issuer’s directors’ committees, including the names of each
committee member and a summary of the terms of reference under which the committee
operates; and

11. Financial information

The information required below must be provided in relation to the issuer for the three financial
years immediately preceding the application for registration and offer of securities that are subject
to this prospectus as well as the period covered in the interim financial in accordance with the
requirements of Annex (11) of the Rules on the Offer of Securities and Continuing Obligations:

1) comparative tables of financial information with commentary and analysis by management of

financial material information. The comparative tables must:

a) be prepared on a consolidated basis;

b) be extracted without material adjustment from audited financial statements; and

c) include financial information presented in a form consistent with that which is adopted in
the issuer’s annual financial statements.

2) a report by certified external auditor must be prepared in accordance with the requirements of
Annex (21) of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:

a) where the external auditors’ report on the financial statements of the issuer for any of the
last three financial years immediately preceding the application for registration and offer
of securities that are subject to this prospectus has been qualified;

b) where the issuer has undergone restructuring in the three financial years immediately
preceding the date of the application for registration and offer of securities that are subject
to this prospectus;

c) where any material change has been made to the accounting policies of the issuer; or

d) where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to in sub-paragraph (a) above.

3) information must be provided to financial, and operating performance, indicators and results of
operations:

4) in relation to debt, a statement on an individual and consolidated basis as at the most recent
date must be prepared covering the following:

a) a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between
guaranteed, unguaranteed, secured (whether the pledge is provided by the issuer or by third
parties) and unsecured loans, or provide an appropriate negative statement;

b) a breakdown and classification of all other borrowing or indebtedness, bank overdrafts,

liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;

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 c) a breakdown and classification of all mortgages, rights and charges on the issuer and its
subsidiaries’ properties, or provide an appropriate negative statement; and

d) a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative

statement.

5) Particulars of any commissions, discounts, brokerages or other non-cash compensation granted

within the three years immediately preceding the application for registration and offer of
securities that are subject to this prospectus in connection with the issue or offer of any
securities by the issuer or any of the issuer’s subsidiaries (if applicable), together with the names
of any directors, proposed directors, senior executives, persons offering or placing the securities
or experts who received any such payment or benefit or provide an appropriate negative
statement.

12. Use of proceeds

This section must include a statement as to how such proceeds are intended to be used.

13. Statements by experts

Where the prospectus includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the prospectus of the expert’s statement included in the form and context in which it is included.

14. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the issuer or any of the issuer’s subsidiaries (if applicable) which
may have or has had a significant effect on the financial position in the last 12 months.

2) other than what has been mentioned on page [●] of this prospectus, no commissions, discounts,
brokerages or other non-cash compensation have been granted within the three years
immediately preceding the application for registration and offer of securities that are the subject
of this prospectus in connection with the issue or offer of any securities by the issuer or any of
the issuer’s subsidiaries (if applicable).

3) other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the issuer or its subsidiaries (if
applicable) in the three financial years preceding the application for registration and offer of
securities that are subject to this prospectus and during the period from the end of the period
covered in the external auditors’ report up to and including the date of approval of the
prospectus.

4) other than what is mentioned on page [●] of this prospectus, they do not have any shareholding
or interest of any kind in the issuer or any of the issuer’s subsidiaries (if applicable), and nor
does any relative of theirs.

15. Legal information

This section must include the following legal information:

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 1) the following declarations from the board of directors that:

a) the issuance does not constitute a breach of the relevant laws and regulations in Saudi
Arabia;

b) the issuance does not constitute a breach of any contract/agreement entered into by the
issuer;

2) a summary of all material contracts.

3) a summary of all related party material contracts.

4) in relation to the issuer and its subsidiaries (if applicable), the following must be included:

a) particulars of any intangible assets such as trademarks, patents, copyright or other

intellectual property rights which are material in relation to the issuer's or any of its
subsidiaries (if applicable) business or profitability, and a statement regarding the extent to
which the issuer or any of its subsidiaries (if applicable) is dependent on such assets; and

b) particulars of any litigation, claim (including any litigation pending or threatened) or

ongoing investigation which may have a material effect on the issuer’s or any of its
subsidiaries business or financial position, or an appropriate negative statement.

16. Underwriter

This section must include information about the underwriter of the offer, as follows:

1) the name and address of the underwriter; and

2) the principal terms of the underwriting agreement,

17. Expenses

This section must include details of the aggregate offer expenses.

18. Waivers

This section must include details on all requirements that have been waived for the issuer by the
authority.

19. Information concerning the debt instruments and terms and conditions of the offer

This section must include the following information:

1) the nominal value of the offer;

2) full information on the rights conferred upon holders of debt instruments;

3) particulars of the debt instruments;

4) the debt instruments structure diagram and their related cash flows;

5) the offering price of the debt instruments. If it is not possible to determine the offering price of
the debt instruments prior to the publication of the prospectus, the pricing mechanism of the
debt instruments must be included, along with a statement indicating that the offering price will
be specified in the pricing supplement prior to the start of the offering. This is without prejudice

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 to the issuer’s obligation to provide all necessary information enabling investors to arrive at an
informed judgment;

6) subscription method;

7) details of the early redemption of the offer;

8) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

9) details of the arrangements for transfer of the debt instruments;

10) details of repayment related dates including the final maturity date and early repayment dates,
specifying whether exercisable at the issuer's or the holder of debt instruments' request and the
date from which payments are due;

11) a description of breaches of the terms and conditions of the debt instruments that affect the
rights of the debt holders, and the procedures that will be taken in these cases

12) procedures and time limits for allocation and delivery of the debt instruments and, where there
will be temporary documents of title, the procedures for the delivery and exchange thereof;

13) a description of the resolutions, and approvals by virtue of which the debt instruments will be
offered;

14) whether there are any guarantees, pledges or commitments intended to be provided to guarantee
the offer;

15) details of any agreements with the representative of the holders of the debt instruments, if any,
the name and function and head office of such representative, the conditions under which the
representative may be replaced together with an indication of where the public may inspect
copies of the documents detailing the obligations of the representative;

16) a description of any subordination of the offer to any other debts or debt instruments of the
issuer;

17) a description of the applicable law related to the offer;

18) details of any restrictions on the transferability of the debt instruments;

19) the date upon which it is expected that trading in the debt instruments will commence, if the
issuer can anticipate such date; and

20) if a public or private offer has been or is being made simultaneously on the markets of two or
more countries at the same time, and if a tranche has been or is being reserved for certain of
these markets, details of any such offer or tranche must be provided.

20. Subscription declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange's details.

21. Documents available for inspection

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 This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 3 days before the start of the offer):

1) the bylaws and other constitutional documents of the issuer;

2) any document or order granting permission to offer securities to the public;

3) each contract disclosed pursuant to paragraph (g) of section (10) of this Annex or, if the contract
is not produced in writing, a memorandum giving full particulars of the agreement;

4) all other reports, letters, documents, value estimates or statements by any expert any part of
which is extracted or referred to in the prospectus; and

5) the reviewed financial statements of the issuer for each of the three financial years immediately
preceding the date of the publication of the prospectus, in addition to the most recent interim
financial statements.

22. External auditor’s report

The issuer’s audited financial statements for the three years immediately preceding the date of the
publication of the prospectus, in addition to the most recent interim financial statements, must be
enclosed.

23. Guarantees

Where a guarantee, pledge or other similar commitment is to be provided the following information
must be included:

1) details regarding the terms, conditions and scope of the guarantee, pledge or other similar
commitment including any conditionality on the application of the guarantee, pledge or similar
commitment; and

2) copies of the external auditors' and the directors' report on the accounts of the guarantor
company.

24. Bylaws

The issuer’s bylaws must be enclosed.

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 ANNEX 14 (A)
CONTENTS OF A PROSPECTUS FOR DEBT-BASED RECOURSE DEBT
INSTRUMENTS OR ASSET-LINKED RECOURSE DEBT INSTRUMENTS

A prospectus submitted for registration and admission to listing of debt-based recourse debt instruments
or asset-linked recourse debt instruments must contain the information under the following sections at
a minimum. If the sponsor or special purposes entity has listed securities prospectus for registration and
admission to listing debt instruments or asset-linked recourse debt instruments is exempted from
satisfying the requirement of sections (8), (11), (12), (13), paragraph (1) and paragraph (3) of section
(14), paragraph (1) of section and (17/).

1. Cover page

This section must include the following information (where applicable):

1) A license to establish a special purposes entity;

2) The sponsor’s commercial registration.;
3) prospectus date;
4) substantial shareholders of the sponsor;
5) the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued
6) offer period and conditions; and
7) a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (9), respectively before making an investment decision. If the sponsor or special
purposes entity has listed securities, a statement indicating the importance of referring to any
information added via an electronic link to information previously published on the Exchange’s
website.
2. Important notice

This section must include the following:

1) a notice which shows the purpose and the nature of information mentioned in the
prospectus.
2) the following declarations:
3) “This prospectus includes information given in compliance with the Listing Rules of the
Capital Market Authority of the Kingdom of Saudi Arabia (the “Authority”). The directors
of the special purposes entity and the sponsor, whose names appear in this prospectus,
collectively and individually accept full responsibility for the accuracy of the information
contained in this prospectus and confirm, having made all reasonable enquiries, that to the
best of their knowledge and belief, there are no other facts the omission of which would
make any statement herein misleading. The Authority and the Saudi Stock Exchange
Company do not take any responsibility for the contents of this prospectus, do not make
any representation 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
prospectus”and
“The securities offered hereby are issued by a special purposes entity licensed by the
Capital Market Authority. The Capital Market Authority maintains a register of special
purposes entities and regulates the special purposes entity. The Capital Market Authority
does not approve, and is not responsible for, the terms of the securities the special purposes
entity issues, the financing structure the special purposes entity employs, or the investment

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 risks and rewards associated with the securities. The Capital Market Authority does not
regulate or monitor the value of the assets of the special purposes entity or the ability of the
special purposes entity to meet its obligations and makes no endorsement of or
recommendation about the securities.”

3. Table of contents
This section must include the table of contents of the prospectus.
4. Incorporation by Reference
If the sponsor or special purposes entity has listed securities, this section must include a list
of references to this prospectus and related sections of this prospectus.
5. Terms and definitions
This section must include the terms and definitions used through the prospectus.
6. Corporate directory
This section must include the following:

1) the special purposes entity’s, the sponsor’s and its representatives’ contact information,
including addresses, telephone numbers, e-mail addresses, and the issuer’s and the sponsor’s
website addresses.
2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed:
a) the financial advisor;
b) the legal advisor;
c) the external auditor;
d) the underwriter (if any);
e) the Capital Market Institutions authorised to place or sell the securities;
f) the custodian (where applicable); and
g) the board members of the special purposes entity.
h) credit rating agency (if any);
i) representative of debt instrument holders; and
j) receiving entities

7. Offer summary

This section must include a disclaimer to the target investors on the importance of reading the
prospectus prior to making an investment decision. This section must include the following
information (where applicable):

1) the special purposes entity’s name, description and incorporation information;

2) the nominal value for offered debt instrument;

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 3) the use of proceeds of the offer;

4) the sponsor ensuring the due payments are paid as per the debt instruments;

5) subscription method

6) allocation method and description of the process where an excess of subscription monies is
returned to all types of targeted investors;

7) the offer period;

8) full information of rights granted to holders of the debt instruments;

9) debt instruments particulars;

10) details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the special purposes entity’s or the holder of debt instruments’
request and the date from which payments are due to start;

11) restrictions on debt instruments;

12) details of the arrangements for transfer of the debt instruments;

13) the names and addresses of the paying agents, and any registrar and transfer agents of the issuer
for the debt instruments;

14) the names and addresses of the special purposes entity’s board members;

15) details of the early redemption of the debt instruments; and

16) include details of any guarantees related to the debt instruments offered (if any);

17) a statement showing the tax and zakat treatment of the debt instruments offered and any tax and
zakat obligations on holders of the debt instruments;

18) issuer and debt instruments credit rating (if any); and

19) a statement confirming that arrangements have been implemented to protect holders of debt
instruments in accordance with Article (54) of the Rules on the Offer of Securities and
Continuing Obligations.

8. Summary of basic information

This section must include a summary of the basic information contained in the prospectus,
including:

1) a disclaimer to investors about consideration of the prospectus as a whole, and not merely the
summary;
2) a description of the issuer;
3) the issuer’s mission and overall strategy;
4) the issuer’s key strengths and competitive advantages;

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 5) an overview of the market.
6) a summary of the financial transaction provided to the special purposes entity and the sponsor
shall ensure that the due payments are paid as per the debt instruments

This section must include the terms and definitions used through the prospectus.

9. Risk factors

This section must include information in relation to risk factors specific to:

1) the sponsor;
2) the market or industry in which the sponsor operates;
3) the special purposes entity
4) the securities being offered.

10. Information about the market and sector

This section must include information on the market and sector in which the sponsor operates.

11. The special purposes entity background, business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the commercial
registration and, if different, the principal address of the special purposes entity;
2) the date of incorporation of the special purposes entity;
3) the purpose of the special purposes entity;
4) the board of the special purposes entity;
5) the dates of appointment of all the directors or proposed directors of the special purposes entity;
6) details of other previous and current board positions held by all directors or proposed directors
the special purposes entity. The details should include, the name of the entity, legal status,
membership dates, and the sector in which the entity operates;
7) details of any bankruptcies of each director or proposed director, of the special purposes entity;
8) details of any company insolvency in the preceding five years where any of the directors or
proposed directors of the special purposes entity were employed by the insolvent company in a
managerial or supervisory capacity;
9) a summary of existing or proposed service contracts, if any, of the directors;
10) a statement showing the direct or indirect interests of each director or proposed director of the
special purposes entity, and every senior executives and any of their relatives in the shares, and
the secretary of the special purposes entity (if any), in shares or debt instruments of the special
purposes entity, the sponsor or the sponsor’s subsidiaries (if any), or provide an appropriate
negative statement;

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12. Sponsor background, business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the commercial
registration and, if different, the principal address of the sponsor;
2) the date of incorporation of the sponsor;
3) the authorised shares of the sponsor, the number of shares issued or agreed to be issued, the
value paid up, the nominal value and a description of the shares;
4) a description and organisation chart of the group showing the sponsor’s position within that
group (if applicable);
5) the general nature of the business of the sponsor and the sponsor’s subsidiaries (if applicable)
and details of the main products sold or services performed and an indication of any significant
new products or activities;
6) if the sponsor or the sponsor’s subsidiaries (if applicable) trades outside the Kingdom, a
statement showing the location of such trading operations must be provided. Where a material
portion of the sponsor or the sponsor’s subsidiaries assets are outside the Kingdom, the value
and location of such assets and the value of the assets located in the Kingdom;
7) information concerning the policy of the sponsor and the sponsor’s subsidiaries (if applicable)
on the research and development of new products and production processes over the past three
financial years, where significant;
8) particulars of any interruption in the business of the sponsor and the sponsor’s subsidiaries (if
applicable) which may have or has had a significant effect on the financial position in the last
12 months;
9) the number of people employed by the sponsor and the sponsor’s subsidiaries (if applicable)
and any material changes to that number over the last two financial years, with a breakdown of
persons employed by main categories of activity and by Saudisation ratio; and
10) a statement that no material change in the nature of the business is contemplated or, if one is
contemplated, a detailed description of that change and its impact on the sponsor’s business and
profitability.

13. Sponsor’s organisational structure

This section must include the following information:

1) management
(a) the sponsor’s organisational chart showing the directors structure, supervisory committees,
and the functions of senior executives;
(b) the full names and description of the professional and academic qualifications and area of
expertise and the date of appointment of all the directors or proposed directors (showing

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 whether the director is independent or non-independent and executive or non-executive),
in addition to the senior executives and the company secretary of the sponsor;
(c) details of other previous or current board positions held by all directors or proposed
directors or senior executives and the company secretary of the sponsor. The details should
include, the name of the company, legal entity, membership dates, and the sector in which
the company operates;
(d) details of any bankruptcies of each director or proposed director, senior executives, or the
company secretary of the sponsor;
(e) details of any company insolvency in the preceding five years where any of the directors
or proposed directors, senior executives, or the company secretary of the sponsor were
employed by the insolvent company in a managerial or supervisory capacity;
(f) a statement showing the direct or indirect interests of each director or proposed director,
senior executives, company secretary of the sponsor, and any of their relatives in the shares
or debt instruments of the sponsor, the sponsor or the sponsor’s subsidiaries (if applicable),
or provide an appropriate negative statement;
(g) the aggregate remuneration and benefits in kind granted by the sponsor or any subsidiary
during the three financial years prior to listing to the directors and the five senior executives
who received the highest payments, including the CEO and CFO if they were not within
the top five;
(h) a summary of existing or proposed service contracts, if any, of the directors or the CEO and
CFO of the sponsor;
(i) full particulars of any contract or arrangement in effect or contemplated at the time of
submission of the prospectus in which a director or senior executive or any of their relatives
is interested in relation to the business of the sponsor or the sponsor’s subsidiaries (if
applicable), or provide an appropriate negative statement;
(j) information about the sponsor’s directors committees, including the names of each
committee member and a summary of the terms of reference under which the committee
operates; and
(k) information on the sponsor’s compliance with corporate governance.

2) employees
(a) any employee share schemes in place prior to the application for registration and admission
to listing of the securities along with details on the aggregate amount of shares owned by
the employees in the sponsor; and
(b) any other arrangements involving the employees in the capital of the sponsor.

14. Sponsor financial information

The information required below must be provided in relation to the sponsor and its affiliates (if any)
for the three financial years immediately preceding the application for registration and admission
to listing subject to this prospectus (or the last three published annual financial statements if the
sponsor or special purposes entity has securities listed) and the period referred to in preliminary
financial statements in accordance with the requirements of Annex (11) of the Rules for the Offer
of Securities and Continuing Obligations:

1) comparative tables of financial information with commentary and analysis by management.

The comparative tables must:

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 (a) be prepared on a consolidated basis;
(b) be extracted without material adjustment from audited financial statements; and
(c) include financial information presented in a form consistent with that which is adopted in
the sponsor’s annual financial statements.
2) a report by certified external auditor must be prepared in accordance with the requirements of
Annex (21) of the Listing Rules in any of the following circumstances:
(a) where the external auditors’ report on the consolidated financial statements of the sponsor
for any of the last three financial years immediately preceding the application for
registration and admission to listing has been qualified(or for any of the three financial
years subject to this prospectus if the sponsor or special purposes entity has securities
listed);
(b) where the sponsor has undergone restructuring or an alteration in capital using external
financing in the three financial years immediately preceding the date of application for
registration and admission to listing (or for any of the three financial years subject to this
prospectus if the sponsor or special purposes entity has securities listed);
(c) where any material change has been made to the accounting policies of the sponsor; or
(d) where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to in sub-paragraph (a) above.
3) information must be provided on financial, and operating performance, indicators and results
of operations of the sponsor:
4) in relation to debt, a statement on an individual and consolidated basis as at the most recent
date must be prepared covering the following:
(a) a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between
guaranteed, unguaranteed, secured (whether the pledge is provided by the sponsor or by
third parties) and unsecured loans, or provide an appropriate negative statement;
(b) a breakdown and classification of all other borrowing or indebtedness, bank overdrafts,
liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;
(c) a breakdown and classification of all mortgages, rights and charges on the sponsor, its
subsidiaries’ properties (if any) and the special purposes entity's, or provide an appropriate
negative statement; and
(d) a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative
statement.
5) Particulars of any commissions, discounts, brokerages or other non-cash compensation granted
within the three years immediately preceding the application for registration and admission to

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 listing in connection with the issue or offer of any securities by the sponsor or any of the
sponsor’s subsidiaries (if applicable), together with the names of any directors, proposed
directors, senior executives, persons offering or placing the securities or experts who received
any such payment or benefit or provide an appropriate negative statement.

15. Financing Structure and Use of proceeds

This section must include the following:

1) Information regarding the financial structure including details of:

(a) the use of the proceeds of issuance by the special purposes entity;
(b) the rights to be acquired by the special purposes entity under the financing structure
(including their ranking on the event of insolvency of the sponsor or any other person,
where applicable);
(c) the nature of the claim of the special purposes entity on the sponsor;
(d) any direct rights of recourse of the holders against the sponsor;
(e) details of any security interest to be granted in favor of the special purposes entity, including
a description of the assets secured and any rights to substitute such assets, or a description
of any variation in such security;
2) a description of any obligation on the special purposes entity in relation to the transaction,
including the order of priority of any payments.
3) Information of any investment powers associated with the special purposes entity’s assets.
4) a description of how the cash flows will be used to meet the special purposes entity’s obligations
. If the offering is for asset-linked recourse debt instruments, this must include the following:
a. how the cash flow from the assets will meet the issuer's obligations to holders of the
securities;
b. information on any credit enhancements, an indication of where material potential liquidity
shortfalls may occur and the availability of any liquidity supports and indication of
provisions designed to cover interest/principal shortfall risks;
c. without prejudice to item (b) above, details of any subordinated debt finance;
d. an indication of any investment parameters for the investment of temporary liquidity
surpluses and description of the parties responsible for such investment;
e. how payments are collected in respect of the assets;
f. the order of priority of payments made by the issuer to the holders of the class of securities
in question; and
g. details of any other arrangements upon which payments of interest and principal to investors
are dependent.
5) particulars of how payments will be made by the sponsor.

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6) a statement as to how the proceeds of issuance are intended to be used by the sponsor.
7) an estimate of the offer expenses.
8) If the offering is for asset-linked debt instruments, information regarding the underlying assets
of the asset-linked structure including, where relevant, details of:
(a) in respect of the assets to which the debt instruments are linked:
1. the jurisdictions in which the assets will be held and by which they will be governed;
2. in the case of a small number of easily identifiable obligors, a general description of
each obligor. In all other cases, a description of: the general characteristics of the
obligors; and the economic environment, as well as global statistical data referred to
the securitised assets;
3. the legal nature of the assets;
4. the expiry or maturity date(s) of the assets;
5. the amount of the assets;
6. any loan to value ratio or level of collateralisation, where relevant;
7. the method of origination or creation of the assets, and for loans and credit agreements,
the principal lending criteria and an indication of any loans which do not meet these
criteria and any rights or obligations to make further advances;
8. an indication of significant representations and collateral given to the special purposes
entity relating to the assets;
9. any rights to substitute the assets and a description of the manner in which and the type
of assets which may be so substituted; if there is any capacity to substitute assets with
a different class or quality of assets a statement to that effect together with a description
of the impact of such substitution;
10. a description of any relevant insurance policies relating to the assets. Any concentration
with one insurer must be disclosed if it is material to the transaction;
11. If a relationship exists that is material to the issue, between the special purposes entity
or the sponsor and an obligor, details of the principal terms of that relationship.
12. Where the assets comprise obligations that are not actively traded on an exchange, a
description of the principal terms and conditions of the obligations.
13. Where the assets comprise equity securities that are traded on an exchange indicate
the following:
a) a description of the securities;
b) a description of the market on which they are traded including its date of
establishment, how price information is published, an indication of daily
trading volumes, information as to the standing of the market in the country
and the name of the market’s regulatory authority;
c) the frequency with which prices of the relevant securities, are published.

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 14. a description of the method and date of the sale, transfer, novation or assignment of the
assets or of any rights and/or obligations in the assets to the special purposes entity or,
where applicable, the manner and time period in which the proceeds from the issue will
be fully invested by the special purposes entity;
15. where relevant, the name, address and significant business activities of the originators
of the securitised assets;
16. the name, address and significant business activities of the administrator, calculation
agent or equivalent, together with a summary of the administrator's/calculation agents
responsibilities, their relationship with the originator or the creator of the assets and a
summary of the provisions relating to the termination of the appointment of the
administrator/calculation agent and the appointment of an alternative
administrator/calculation agent;
17. the name and addresses and brief description of:
a. any swap counterparties and any providers of other material forms of
credit/liquidity enhancements;
b. the banks with which the main accounts relating to the transaction are held;
and
18. an indication in the prospectus whether or not it intends to provide post-issuance
transaction information regarding securities to be admitted to trading and the
performance of the underlying collateral. Where the special purposes entity has
indicated that it intends to report such information, specify in the prospectus what
information will be reported, where such information can be obtained, and the
frequency with which such information will be reported.

(b) In respect of an actively managed pool of assets linked to the issue:

1. equivalent information to that contained in items 15(3/i) to allow an assessment of the type,
quality, sufficiency and liquidity of the asset types in the portfolio which will secure the
issue;
2. the parameters within which investments can be made, the name and description of the entity
responsible for such management including a description of that entity’s expertise and
experience, a summary of the provisions relating to the termination of the appointment of
such entity and the appointment of an alternative management entity, and a description of
that entity’s relationship with any other parties to the issue.
(c) Valuation of the assets to which the debt instruments are to be linked, where known:

1. In respect of marketable securities traded on an exchange or other market approved by the

Authority, a valuation at a mid-market basis based on a market price verified by the financial
advisor.
2. In respect of assets not falling within paragraph (1) above, a valuation by a third party valuer
of the assets and any cash flow/income streams. In this respect, the third party valuer must:

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 (a) not be the special purposes entity, the sponsor, the financial advisor or an affiliate of
any of them; and

(b) be appropriately qualified and have relevant expertise in valuing the relevant asset class;

3. particulars of any investment powers associated with the special purposes entity’s assets.
4. a description of how the cash flows will be used to meet the special purposes entity’s
obligations including details of:
a. how the cash flow from the assets will meet the issuer's obligations to holders of the
securities;
b. information on any credit enhancements, an indication of where material potential
liquidity shortfalls may occur and the availability of any liquidity supports and
indication of provisions designed to cover interest/principal shortfall risks;
c. without prejudice to item (b) above, details of any subordinated debt finance;
d. an indication of any investment parameters for the investment of temporary liquidity
surpluses and description of the parties responsible for such investment;
e. how payments are collected in respect of the assets;
f. the order of priority of payments made by the issuer to the holders of the class of
securities in question; and
details of any other arrangements upon which payments of interest and principal to
investors are dependent
16. Statements by experts

Where the prospectus includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the sponsor or any of its subsidiaries. In addition, the
statement should confirm that the expert has given and not withdrawn his written consent to the
publication in the prospectus of the expert’s statement included in the form and context in which it
is included.

17. Declarations

The directors of the sponsor must make the following declarations:

1) other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the special purposes entity and of the special purposes entity's
subsidiaries (if applicable), which may have or has had a significant effect on the financial
position in the last 12 months.
2) other than what has been mentioned on page [●] of this prospectus, there has not been any
commissions, discounts, brokerages or other non-cash compensation granted within the three
years immediately preceding the application for registration and admission to listing in
connection with the issue or offer of any securities by the sponsor or any of the sponsor’s
subsidiaries (if applicable).
3) other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the sponsor or its subsidiaries (if
applicable) in the three financial years preceding the application for registration and admission
to listing and during the period from the end of the period covered in the external auditors’
report up to and including the date of approval of the prospectus.

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 4) other than what is mentioned on page [●] of this prospectus, the Board directors do not have
any shareholding or interest of any kind in the special purposes entity, the sponsor, or any of
the sponsor’s subsidiaries (if applicable), and nor does any relative of theirs.

18. Legal information

This section must include the following legal information, as relevant:

1) a summary of the provisions of the special purposes entity and the sponsor’s by-laws and other
constitutional documents, including:
(a) the object clause of the special purposes entity and the sponsor;
(b) provisions relating to the special purposes entity and the sponsor’s administrative,
management and supervisory bodies;
(c) provisions relating to the rights and restrictions attached to the special purposes entity’s
securities and the financing transaction. including;

1. any pledges not to apply for new loans which give privileges to new creditors;

2. any control rights granted to investors by the special purposes entity;

(d) provisions governing the alteration of securities rights or classes of the special
purposes entity, where applicable, and the sponsor;
(e) provisions governing liquidation and winding up of the special purposes entity,
where applicable, and the sponsor;
(f) any power enabling a director or the CEO, of the special purposes entity, where
applicable, or the sponsor, to vote on a contract or proposal in which he has an
interest;
(g) any power enabling a director or the CEO, of the special purposes entity, where
applicable, or the sponsor, to vote on remuneration to themselves; and
(h) any powers allowing the directors or the senior executives, of the special purposes
entity, where applicable, or the sponsor, to borrow from the sponsor.
2) a summary of all material contracts of the special purposes entity and the sponsor, including
summaries of any contract which is material to the financing arrangement.
3) a summary of all related party contracts of the special purposes entity and the sponsor.
4) in relation to the special purposes entity and the sponsor and its subsidiaries (if applicable), the
following information must be included:

a) particulars of any intangible assets such as trademarks, patents, copyright or other

intellectual property rights which are material in relation to the special purposes entity’s,
the sponsor's or any of its subsidiaries (if applicable) business or profitability, and a
statement regarding the extent to which the special purposes entity, the sponsor or any of
its subsidiaries (if applicable) is dependent on such assets.

b) in relation to the special purposes entity, the sponsor and the sponsor’s subsidiaries,
particulars of any litigation or claim (including any litigation pending or threatened) which
may have a material effect on the special purposes entity’s, the sponsor’s or any of its
subsidiaries’ business or financial position, or an appropriate negative statement.

19. Underwriter

This section must include information about the underwriter of the offer, as follows:

1) the name and address of the underwriter; and

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 2) the principal terms of the underwriting agreement,.

20. Expenses

This section must include details of the aggregate offer expenses.

21. Waivers

This section must include details on all requirements that have been waived for the special purposes
entity and the sponsor by the Authority.

22. Information concerning the debt instruments and terms and conditions of the offer

This section must include the following information:

1) the nominal value of the offer;

2) full information on the rights conferred upon holders of debt instruments;
3) particulars of the debt instruments;
4) the debt instruments structure diagram and their related cash flows;
5) the offering price of the debt instruments. If it is not possible to determine the offering price of
the debt instruments prior to the publication of the prospectus, the pricing mechanism of the
debt instruments must be included, along with a statement indicating that the offering price will
be specified in the pricing supplement prior to the start of the offering. This is without prejudice
to the issuer’s obligation to provide all necessary information enabling investors to arrive at an
informed judgment;
6) subscription method;
7) details of the early redemption of the offer;
8) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;
9) details of the arrangements for transfer of the debt instruments;
10) details of repayment related dates including the final maturity date and early repayment dates,
specifying whether exercisable at the sponsor's or the holder of debt instruments' request and
the date from which payments are due;
11) a description of breaches of the terms and conditions of the debt instruments that affect
the rights of the debt holders, and the procedures that will be taken in these cases.
12) procedures and time limits for allocation and delivery of the debt instruments and, where there
will be temporary documents of title, the procedures for the delivery and exchange thereof;
13) a description of the resolutions, and approvals by virtue of which the debt instruments will be
offered;
14) whether there are any guarantees, pledges or commitments intended to be provided to guarantee
the offer;
15) details of any agreements with the representative of the holders of the debt instruments, the
name and function and head office of such representative, the conditions under which the

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 representative may be replaced together with an indication of where the public may inspect
copies of the documents detailing the obligations of the representative;
16) a description of any subordination of the offer to any other debts or debt instruments of the
special purposes entity;
17) a description of the applicable law related to the offer;
18) details of any restrictions on the transferability of the debt instruments;
19) the date upon which it is expected that trading in the debt instruments will commence, if the
sponsor can anticipate such date; and
20) if a public or private offer has been or is being made simultaneously on the markets of two or
more countries at the same time, and if a tranche has been or is being reserved for certain of
these markets, details of any such offer or tranche must be provided.

23. Subscription declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange details.

24. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 3 days before the end of the offer period):

1) the by-laws and other constitutional documents of the special purposes entity and the sponsor;
2) any document or order granting permission to offer securities to the public;
3) each contract disclosed pursuant to sub-paragraph (i) of paragraph (1) of section (13) of this
Annex or, if the contract is not produced in writing, a memorandum giving full particulars of
the agreement;
4) all other reports, letters, documents, value estimates or statements by any expert any part of
which is extracted or referred to in the prospectus; and
5) the reviewed financial statements of the sponsor for each of the three financial years
immediately preceding the date of the publication of the prospectus, in addition to the most
recent interim financial statements.
25. External auditor’s report

The special purposes entity’s audited financial statements for the three years immediately preceding
the date of the publication of the prospectus, in addition to the most recent interim financial
statements, must be enclosed.

26. Guarantees

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Where a guarantee, pledge or other similar commitment is to be provided the following information
must be included:

1) details regarding the terms, conditions and scope of the guarantee, pledge or other similar
commitment including any conditionality on the application of the guarantee, pledge or similar
commitment; and
2) copies of the external auditors' and the directors' report on the accounts of the guarantor
company.

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 ANNEX 15
CONTENT OF A PROSPECTUS FOR DEBT INSTRUMENTS FOR AN ISSUER
THAT HAS SHARES CURRENTLY LISTED ON THE EXCHANGE

A prospectus submitted for the registration and offering of debt instruments from an issuer which has
shares currently listed on the Exchange at the time of submission must contain the information under
the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1. the issuer’s formation, incorporation and commercial registration information;

2. prospectus date;

3. the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued;

4. offer period and conditions;

5. name of the financial advisor, arranging manager, and underwriter (if any); and

6. a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (8) of this Annex, respectively before making an investment decision, and the
importance of referring to any information referred to in the prospectus via an electronic link
to the Exchange's website.

2. Important notice

This section must include the following;

1) a notice which shows the purpose and the nature of information mentioned in the
prospectus.

2) the following declaration:

“This prospectus includes information provided as part of the application for registration and
offer of securities in compliance with the Rules on the Offer of Securities and Continuing
Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority")
and the application for listing of securities in compliance with the Listing Rules of the Saudi
Stock Exchange Company. The directors, whose names appear in this prospectus, collectively
and individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts the omission of which would make any statement
herein misleading. The Authority and the Saudi Stock Exchange Company do not take any
responsibility for the contents of this prospectus, do not make any representation 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 prospectus.”

3. Table of contents

This section must include a table of contents.

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4. Incorporation by Reference

This section must include a list of information incorporated by references to this prospectus and
related sections of this prospectus.

5. Terms and definitions

This section must include the terms and definitions used through the prospectus.

6. Corporate directory

This section must contain the following:

1. the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2. the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed:

a) the financial advisor;

b) the legal advisor;

c) the external auditor;

d) the underwriter (if any); and

e) the Capital Market Institutions authorised to place or sell the securities.

f) credit rating agency (if any);

g) representative of debt instrument holders; and

h) receiving entities.

7. Offer summary

This section must contain a disclaimer to the target investors on the importance of reading the
prospectus prior to making an investment decision and include the following information (where
applicable):

1. the issuer’s name, description and incorporation information;

2. the nominal value for offered debt instrument;

3. the use of proceeds;

4. subscription method;

5. allocation method and description of the process where an excess of subscription monies has
been received

6. the offer period;

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 7. full information of rights granted to holders of the debt instruments;

8. debt instruments particulars;

9. details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the issuer’s or the holder of debt instruments’ request and
the date from which payments are due to start;

10. restrictions on debt instruments;

11. details of the arrangements for transfer of the debt instruments;

12. the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

13. details of the early redemption of the debt instruments;

14. include details of any guarantees related to the debt instruments offered (if any);

15. a statement showing the tax and zakat treatment of the debt instruments offered and any tax
and zakat obligations on holders of the debt instruments; and

16. issuer and debt instruments credit rating (if any).

8. Risk factors

This section must contain information in relation to risk factors specific to:

1. the issuer;

2. the market or industry in which the issuer operates; and

3. the securities being offered.

9. Financial information

The information required below must be provided in relation to the issuer for the last three annual
financial statements that were published as well as the period covered in the interim financial
statements in accordance with the requirements of Annex (11) of the Rules on the Offer of Securities
and Continuing Obligations.

1. a report by certified external auditor must be prepared in accordance with the requirements of
Annex (21) of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:

a. where the external auditor has reservations on the report of the audited financial statements
of the issuer for the three financial years subject to this prospectus;

b. where the issuer has undergone restructuring in the three financial years subject to this
prospectus;

c. where any material change has been made to the accounting policies of the issuer; or

d. where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to in subparagraph (a) above.

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 2. in relation to debt, a statement on an individual and consolidated basis as at the most recent
date must be prepared covering the following:

a. a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between
guaranteed, unguaranteed, secured (whether the pledge is provided by the issuer or by third
parties) and unsecured loans, or provide an appropriate negative statement;

b. a breakdown and classification of all other borrowing or indebtedness, bank overdrafts,

liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;

c. a breakdown and classification of all mortgages, rights and charges on the issuer and its
subsidiaries’ properties, or provide an appropriate negative statement; and

d. a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative

statement.

3. Particulars of any commissions, discounts, brokerages or other non-cash compensation granted

within the three years immediately preceding the application for registration and offer of
securities that are subject to this prospectus in connection with the issue or offer of any
securities by the issuer or any of the issuer’s subsidiaries (if applicable), together with the names
of any directors, proposed directors, senior executives, persons offering or placing the securities
or experts who received any such payment or benefit or provide an appropriate negative
statement.

10. Use of proceeds

This section must include a statement as to how such proceeds are intended to be used.

11. Statements by experts

Where the prospectus includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the prospectus of the expert’s statement included in the form and context in which it is included.

12. Declarations

The directors of the issuer must make the following declarations:

1. other than what has been mentioned on page [●] of this prospectus, no commissions, discounts,
brokerages or other non-cash compensation have been granted within the three years
immediately preceding the application for registration and offer that are the subject of this
prospectus in connection with the issue or offer of any securities by the issuer or any of the
issuer’s subsidiaries (if applicable).

2. other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the issuer or its subsidiaries (if
applicable) in the three financial years preceding the application for registration and offer of
securities that are subject to this prospectus and during the period from the end of the period
covered in the external auditors’ report up to and including the date of approval of the
prospectus.

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 3. other than what is mentioned on page [●] of this prospectus, they do not have any shareholding
or interest of any kind in the issuer or any of the issuer’s subsidiaries (if applicable), and nor
does any relative of theirs.

13. Legal Information

This section must include the following declarations from the board of directors that:

1. the issuance does not constitute a breach of the relevant laws and regulations in Saudi Arabia.

2. the issuance does not constitute a breach of any contract/agreement entered into by the issuer.

14. Underwriter

This section must include information about the underwriter of the offer, as follows:

1. the name and address of the underwriter; and

2. the principal terms of the underwriting agreement.

15. Expenses

This section must include details of the aggregate offer expenses.

16. Waivers

This section must include details on all requirements that have been waived for the issuer by the
authority.

17. Information concerning the debt instruments and terms and conditions of the offer

This section must include the following information:

1. the nominal value of the offer;

2. full information on the rights conferred upon holders of debt instruments;

3. particulars of the debt instruments;

4. the debt instruments structure diagram and their related cash flows;

5. the offering price of the debt instruments. If it is not possible to determine the offering price of
the debt instruments prior to the publication of the prospectus, the pricing mechanism of the
debt instruments must be included, along with a statement indicating that the offering price will
be specified in the pricing supplement prior to the start of the offering. This is without prejudice
to the issuer’s obligation to provide all necessary information enabling investors to arrive at an
informed judgment;

6. subscription method;

7. details of the early redemption of the offer;

8. the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

9. details of the arrangements for transfer of the debt instruments;

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 10. details of repayment related dates including the final maturity date and early repayment dates,
specifying whether exercisable at the issuer’s or the holder of debt instruments’ request and the
date from which payments are due;

11. a description of breaches of the terms and conditions of the debt instruments that affect the
rights of the debt holders, and the procedures that will be taken in these cases;

12. procedures and time limits for allocation and delivery of the debt instruments and, where there
will be temporary documents of title, the procedures for the delivery and exchange thereof;

13. a description of the resolutions, and approvals by virtue of which the debt instruments will be
offered;

14. whether there are any guarantees, pledges or commitments intended to be provided to guarantee
the offer;

15. details of any agreements with the representative of the holders of the debt instruments, the
name and function and head office of such representative, the conditions under which the
representative may be replaced together with an indication of where the public may inspect
copies of the documents detailing the obligations of the representative;

16. a description of any subordination of the offer to any other debts or debt instruments of the
issuer;

17. a description of the applicable law related to the offer;

18. details of any restrictions on the transferability of the debt instruments;

19. the date upon which it is expected that trading in the debt instruments will commence, if the
issuer can anticipate such date; and

20. if a public or private offer has been or is being made simultaneously on the markets of two or
more countries at the same time, and if a tranche has been or is being reserved for certain of
these markets, details of any such offer or tranche must be provided.

18. Subscription declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange’s details.

19. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than three days before the start of the offer):

1. the bylaws and other constitutional documents of the issuer;

2. any document or order granting permission to offer securities to the public;

3. any contract or arrangement, in effect or contemplated, in which a director or senior executive

or any of their relatives has an interest and that is related to the business of the issuer or any of
the issuer’s subsidiaries (if applicable). If such a contract is not produced in writing, a
memorandum giving full particulars of the agreement;

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 4. all other reports, letters, documents, value estimates or statements by any expert any part of
which is extracted or referred to in the prospectus; and

5. the audited financial statements of the issuer for each of the three financial years immediately
preceding the date of the publication of the prospectus, in addition to the most recent interim
financial statements.

20. External auditor’s report

The issuer’s audited financial statements for the three years immediately preceding the date of the
publication of the prospectus, in addition to the most recent interim financial statements, must be
enclosed.

21. Guarantees

Where a guarantee, pledge or other similar commitment is to be provided the following information
must be included:

1. details regarding the terms, conditions and scope of the guarantee, pledge or other similar
commitment including any conditionality on the application of the guarantee, pledge or similar
commitment; and

2. copies of the external auditors' and the directors' report on the accounts of the guarantor
company.

22. Bylaws

The issuer’s bylaws must be enclosed.

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 ANNEX 16
CONTENTS OF A PROSPECTUS FOR CONVERTIBLE DEBT INSTRUMENTS OR
EXCHANGEABLE DEBT INSTRUMENTS

A prospectus submitted for the registration and offering of convertible debt instruments or exchangeable
debt instruments must contain the information under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name, incorporation date and commercial registration number;

2) prospectus date;

3) the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued;

4) offer period and conditions;

5) name of the financial advisor, arranging manager, and underwriter (if any);

6) a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (10) of this Annex, respectively before making an investment decision; and the
importance of referring to any information referred to in the prospectus via an electronic link
to the Exchange's website.

2. Important notice

This section must include the following:

1) a notice which shows the purpose and the nature of information mentioned in the
prospectus.
2) the following declaration:
“This prospectus includes information provided as part of the application for registration
and offer of securities in compliance with the Rules on the Offer of Securities and
Continuing Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia
(the "Authority") and the application for listing of securities in compliance with the Listing
Rules of the Saudi Stock Exchange Company. The directors, whose names appear in this
prospectus, collectively and individually accept full responsibility for the accuracy of the
information contained in this prospectus and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, there are no other facts the
omission of which would make any statement herein misleading. The Authority and the
Saudi Stock Exchange Company do not take any responsibility for the contents of this
prospectus, do not make any representation 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 prospectus.”

3. Table of contents

This section must include the prospectus table of contents.

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4. Incorporation by Reference

This section must include a list of information incorporated by references to this prospectus and
related sections of this prospectus.

5. Terms and definitions

This section must include the terms and definitions used through the prospectus.

6. Corporate directory

This section must contain the following:

1. the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2. the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the prospectus has been attributed:

a. the financial advisor;

b. the legal advisor;

c. the external auditor;

d. the underwriter (if any); and

e. the Capital Market Institutions authorised to place or sell the securities.

f. credit rating agency (if any);

g. representative of debt instrument holders; and

h. receiving entities.

7. Offer summary

This section must contain a disclaimer to the target investors on the importance of reading the
prospectus prior to making an investment decision and include the following information (where
applicable):

1. the issuer’s name, description and incorporation information;

2. the nominal value for offered convertible debt instrument or exchangeable debt instrument;

3. the total number of offered convertible debt instruments or exchangeable debt instruments;

4. The percentage of offered the convertible debt instruments to the capital of the issuer;

5. the use of proceeds;

6. subscription method

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 7. allocation method and description of the process where an excess of subscription monies has
been received;

8. the offer period;

9. full information of rights granted to holders of the convertible debt instrument or the
exchangeable debt instrument;

10. details of convertible debt instruments or exchangeable debt instruments which includes:

a. Conversion or exchange price.

b. Conversion or exchange rate.

11. details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the request of the issuer or at the request of the holder of the
convertible debt instrument or exchangeable debt instrument, and the date from which
payments are due to start;

12. restrictions on convertible debt instruments or exchangeable debt instruments;

13. details of the arrangements for transfer of the convertible debt instruments or exchangeable debt
instruments;

14. the names and addresses of the paying agents, and any registrar and transfer agents for the
convertible debt instruments or exchangeable debt instruments;

15. details of the early redemption of the convertible debt instrument or exchangeable debt
instruments;

16. include details of any guarantees related to the debt instruments offered (if any);

17. a statement showing the tax and zakat treatment of the debt instruments offered and any tax and
zakat obligations on holders of the debt instruments;

18. any information required under Annex 12 of the Rules on the Offer of Securities and Continuing
Obligations that has materially changed since approval of the most recent prospectus;

19. issuer and debt instruments credit rating (if any); and

20. any additional information required by the Authority to be provided in the prospectus as it
deems appropriate.

8. Key dates and subscription procedure

This section must include the following:

1. a timetable showing the expected dates of the offering; and

2. a description of the subscription procedure.

9. Summary of basic information

This section must include a summary of the basic information contained in the prospectus,
including:

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 1. the issuer’s mission and overall strategy;
2. the issuer’s key strengths and competitive advantages; and
3. an overview of the market.

10. Risk factors

This section must contain information in relation to risk factors specific to:
1. the issuer;
2. the market or industry in which the issuer operates; and
3. the securities being offered.

11. Employees (as applicable)

1. any employee share schemes in place prior to the application for registration and offer of
securities that are subject to this prospectus along with details on the aggregate amount of shares
owned by the employees in the issuer; and
2. any other arrangements involving the employees in the capital of the issuer.

12. Financial information

The information required below must be provided in relation to the issuer for the last three annual
financial statements that were published as well as the period covered in the interim financial
statements in accordance with the requirements of Annex (11) of the Rules on the Offer of Securities
and Continuing Obligations:
1. comparative tables of financial information with commentary and analysis by management of
financial material information. The comparative tables must:
a. be prepared on a consolidated basis;
b. be extracted without material adjustment from audited financial statements; and
c. include financial information presented in a form consistent with that which is adopted in
the issuer’s annual financial statements.
2. A report by certified external auditor must be prepared in accordance with the requirements of
Annex 21 of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:
a. where the external auditor has reservations on the report of the audited financial statements
of the issuer for any of the last three financial years subject of this prospectus;
b. where the issuer has undergone restructuring in the three financial years subject to this
prospectus;
c. where any material change has been made to the accounting policies of the issuer; or
d. where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to in subparagraph (1) above.
3. information must be provided on financial, and operating performance, indicators and results
of operations:
4. in relation to debt, a statement on a consolidated basis as at the most recent date must be
prepared covering the following:
a. a breakdown and classification of any debt instruments, convertible debt instrument and
exchangeable debt instrument issued and outstanding, and authorised or otherwise created
but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured
(whether the pledge is provided by the issuer or by third parties) and unsecured loans, or
provide an appropriate negative statement;

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 b. a breakdown and classification of all other borrowing or indebtedness, including bank
overdrafts, liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;
c. a breakdown and classification of all mortgages, rights and charges on the issuer, and its
subsidiaries’ properties (if any), or provide an appropriate negative statement; and
d. a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative
statement.
5. Particulars of any commissions, discounts, brokerages or other non-cash compensation granted
within the three years immediately preceding the application for registration and offer of
securities that are subject to this prospectus in connection with the issue or offer of any
securities by the issuer or any of the issuer’s subsidiaries (if applicable), together with the names
of any directors, proposed directors, senior executives, persons offering or placing the securities
or experts who received any such payment or benefit, or provide an appropriate negative
statement.
13. Statements by experts
Where the prospectus includes a statement made by an expert, a statement must be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries (if any). In addition, the
statement should confirm that the expert has given and not withdrawn his written consent to the
publication in the prospectus of the expert’s statement included in the form and context in which it
is included.
14. Declarations

The directors of the issuer must make the following declarations:

1. Other than what has been mentioned on page [●] of this prospectus, there has not been any
interruption in the business of the issuer or any of the issuer’s subsidiaries (if applicable) which
may have or has had a significant effect on the financial position in the last (12) months.
2. Other than what has been mentioned on page [●] of this prospectus, no commissions, discounts,
brokerages fees or other non-cash compensations have been granted within the three years
immediately preceding the application for registration and offer of securities that are the subject
of this prospectus in connection with the issue or offer of any securities by the issuer or any of
its subsidiaries (if applicable).
3. Other than what has been mentioned on page [●] of this prospectus, there has not been any
material adverse change in the financial or trading position of the issuer or its subsidiaries (if
applicable) in the three years preceding the application for registration and offer of securities
that are the subject of this prospectus and during the period covered in the external auditors’
report and up to and including the date of approval of the prospectus.
4. Other than what is mentioned on page [●] of this prospectus, they do not have any shareholding
or interest of any kind in the issuer or any of the issuer’s subsidiaries (if applicable), and nor
does any relative of theirs.

15. Legal Information

This section must include the following declarations from the board of directors that:

1. The issuance does not constitute a breach of the relevant laws and regulations in Saudi Arabia.
2. The issuance does not constitute a breach of any contract/agreement entered into by the issuer.

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 3. all material legal issues concerning the issuer have been disclosed in the prospectus.
4. Details of any bankruptcies of each director or proposed director, senior executives, or the
company secretary of the issuer.
5. Details of any company insolvency in the preceding five years where any of the directors or
proposed directors, senior executives, or the company secretary of the issuer were employed by
the insolvent company in a managerial or supervisory capacity.
6. other than what has been mentioned on page [●] of this document, the issuer and its subsidiaries
are not subject to any claims, litigious cases or any other type of legal proceedings that could
individually or collectively have a material effect on the business of the issuer or its subsidiaries
or their financial position; and
7. other than what has been mentioned on page [●] of this document, the directors of the issuer
are not subject to any claims, litigious cases or any other type of legal proceedings that could
individually or collectively have a material effect on the business of the issuer or its subsidiaries
or their financial position.
8. In relation to the issuer and its subsidiaries (if applicable), the following must be included:
a. particulars of any intangible assets such as trademarks, patents, copyright or other
intellectual property rights which are material in relation to the issuer's or any of its
subsidiaries’ (if applicable) business or profitability, and a statement regarding the extent to
which the issuer or any of its subsidiaries (if applicable) is dependent on such assets; and
b. particulars of any litigation, claim (including any litigation pending or threatened) or
ongoing investigation which may have a material effect on the issuer’s or any of its
subsidiaries' business or financial position, or an appropriate negative statement.
16. Underwriter

This section must include information about the underwriter of the offer, as follows:

1. the name and address of the underwriter; and

2. the principal terms of the underwriting agreement,

17. Expenses
This section must include details of the aggregate offer expenses.

18. Waivers
This section must include details on all requirements that have been waived for the issuer by the
authority.
19. Information concerning the convertible debt instruments or the exchangeable debt
instruments and terms and conditions of the offer
This section must include the following information:
1) full information on the rights conferred upon holders of convertible debt instruments or the
exchangeable debt instruments;
2) the debt instruments structure diagram and their related cash flows;
3) the offering price of the debt instruments. If it is not possible to determine the offering price of
the debt instruments prior to the publication of the prospectus, the pricing mechanism of the
debt instruments must be included, along with a statement indicating that the offering price will
be specified in the pricing supplement prior to the start of the offering. This is without prejudice
to the issuer’s obligation to provide all necessary information enabling investors to arrive at an
informed judgment;
4) details of the arrangements for transfer of the convertible debt instruments or the exchangeable
debt instruments;

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 5) procedures and time limits for allocation and delivery of the convertible debt instruments or the
exchangeable debt instruments and, where there will be temporary documents of title, the
procedures for the delivery and exchange thereof;
6) a description of the resolutions, and approvals by virtue of which the convertible debt
instruments or the exchangeable debt instruments will be issued and offered;
7) the guarantees, pledges or commitments intended to be provided to guarantee the offer;
8) details of any agreements with the representative of the holders of the convertible debt
instruments or the exchangeable debt instruments, , the name and function and head office of
such representative, the conditions under which the representative may be replaced together
with an indication of where the public may inspect copies of the documents detailing the
obligations of the representative;
9) a description of any subordination of the offer to any other debts or debt instruments of the
issuer;
10) a description of breaches of the terms and conditions of the debt instruments that affect
the rights of the debt holders, and the procedures that will be taken in these cases;
11) a description of the applicable laws related to the offer;
12) the date upon which it is expected that trading in the debt instruments will commence, if the
issuer can anticipate such date;
13) the times and circumstances where the offer may be suspended;
14) a description of the resolutions, and approvals by virtue of which the convertible debt
instruments or the exchangeable debt instruments will be offered;
15) details of any lock-up arrangement in place restricting the disposal of particular shares; and
16) number of new shares expected to be issued upon conversion of the entire issuance.

20. Price dilution

This section must include information on the expected share price dilution effects, its percentage
after conversion, and its impact on the shareholders.
21. Subscription Declarations
This section must include information on the subscription declarations, allocation process, and the
Exchange’s details.
22. Documents available for inspection
This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 3 days before the start of the offer):]
1) the bylaws and other constitutional documents of the issuer;
2) any document or order granting permission to offer securities to the public;
3) any contract or arrangement, in effect or contemplated, in which a director or senior executive
or any of their relatives has an interest and that is related to the business of the issuer or any of
the issuer’s subsidiaries (if applicable). If such a contract is not produced in writing, a
memorandum giving full particulars of the agreement;
4) all other reports, letters, documents, value estimates or statements by any expert any part of
which is extracted or referred to in the prospectus; and
5) the audited financial statements of the issuer for each of the three financial years immediately
preceding the date of the publication of the prospectus, in addition to the most recent interim
financial statements.

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23. External auditor’s report
The issuer’s audited financial statements for the three financial years immediately preceding the
date of the publication of the prospectus, in addition to the most recent interim financial statements,
must be enclosed.
24. Guarantees
Where a guarantee, pledge or other similar commitment is to be provided the following information
must be included:
1) details regarding the terms, conditions and scope of the guarantee, pledge or other similar
commitment including any conditionality on the application of the guarantee, pledge or similar
commitment; and
2) copies of the external auditors' and the directors' report on the accounts of the guarantor
company.

25. Bylaws

The issuer’s bylaws must be enclosed.

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 ANNEX 17
CONTENTS OF A REGISTRATION DOCUMENT FOR REGISTRATION OF DEBT
INSTRUMENTS OFFERED BY WAY OF PRIVATE PLACEMENT FOR AN
ISSUER WITHOUT SECURITIES LISTED ON THE EXCHANGE

A registration document submitted for the registration of debt instruments offered by way of private
placement for the purpose of direct listing on the Exchange by an issuer without securities listed on the
Exchange must contain the information under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name, incorporation date and commercial registration number. If the issuer is a
special purposes entity, a license to establish a special purposes entity and the sponsor’s
commercial registration;

2) the registration document date;

3) the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued;

4) the proposed guiding price for the listing of debt instruments. If the registration document is
published before determining the price, a statement must be included stating that the
information in the registration document will be updated or completed before the beginning of
listing of the debt instruments;

5) name of the financial advisor and arranging manager;

6) a statement on the importance of referring to the “Important Notice” and the “Risk Factors”
under section (2) and section (8) of this Annex, respectively; and

2. Important notice

This section must include the following;

1) a notice which shows the purpose and the nature of information mentioned in the
document.
2) the following declaration:
“This registration document includes information provided as part of the application for
registration of securities in compliance with the Rules on the Offer of Securities and
Continuing Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia
(the "Authority") and the application for listing of securities in compliance with the Listing
Rules of the Saudi Stock Exchange Company. The issuer’s directors (and the sponsor’s
directors if the issuer is a special purposes entity), whose names appear in this document,
collectively and individually accept full responsibility for the accuracy of the information
contained in this document and confirm, having made all reasonable enquiries, that to the
best of their knowledge and belief, there are no other facts the omission of which would
make any statement herein misleading. The Authority and the Saudi Stock Exchange
Company do not take any responsibility for the contents of this document, do not make
any representation 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

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 document. In the event that any of the contents of this document cannot be understood, an
authorized financial advisor shall be consulted."

3. Table of contents

This section must include the registration document table of contents

4. Terms and definitions

This section must include the terms and definitions used in the registration document.

5. Corporate directory

This section must include the following information (where applicable):

1) The issuer’s and its representatives’ contact information (and contact information for the
sponsor and its representatives in the event that the sponsor is a special purposes entity),
including addresses, telephone numbers, e-mail addresses, and the issuer’s website (and the
sponsor's website in the event that the sponsor is a special purposes entity).

2) The contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the registration document has been attributed:

a. the financial advisor;

b. the legal advisor;

c. the external auditor;

d. the custodian (where applicable); and

e. the board members of the special purposes entity (where applicable).

f. credit rating agency (if any); and.

g. representative of debt instrument holders.

3) A statement that the non-objection of the participating parties to use their names, logos, and
statements in the registration document was obtained.

6. Summary

This section must include a disclaimer to the target investors on the importance of reading the
registration document prior to making an investment decision. This section must include the
following information (where applicable):

1) the issuer’s name, description and incorporation information (and the name of the sponsor, its
description, and incorporation information if the issuer is a special purposes entity);

2) details of the debt instruments to be listed, their rights, and any restrictions imposed upon them;

3) the nominal value for debt instrument;

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 4) if the issuer is a special purposes entity, the sponsor’s commitment to ensure that the due
payments are paid as per the debt instruments (as applicable);

5) details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the request of the issuer or sponsor (as applicable) or at the
request the holders of the debt instruments, and the date from which payments are due to start;

6) details of the arrangements for transfer of the debt instruments;

7) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

8) details of the early redemption of the debt instruments (if any);

9) any additional information required by the Authority to be provided in the registration

document as it deems appropriate; and

10) include details of any guarantees related to the debt instruments offered (if any);

11) a statement showing the tax and zakat treatment of the debt instruments offered and any tax and
zakat obligations on holders of the debt instruments; and

12) issuer and debt instruments credit rating (if any).

.

7. Summary of basic information

This section must include a summary of the basic information contained in the registration
document, including:

1) a disclaimer to investors about consideration of the registration document as a whole, and not
merely the summary;

2) a description of the issuer (and a description of the sponsor if the issuer is a special purposes
entity);

3) the issuer’s mission and overall strategy (and the sponsor’s mission and overall strategy if the
issuer is a special purposes entity);

4) the issuer’s key strengths and competitive advantages (and the sponsor’s key strengths and
competitive advantages if the issuer is a special purposes entity);

5) an overview of the market (and an overview of the market in which the sponsor operates if the
issuer is a special purposes entity); and

6) if the issuer is a special purposes entity, a summary of the financing transaction for the special
purposes entity and the sponsor’s commitment to ensure that the due payments are paid as per
the debt instruments (as applicable).

8. Risk factors

This section must contain information in relation to risk factors specific to:

1) the issuer (and the sponsor if the issuer is a special purposes entity);

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 2) the market and industry in which the issuer operates (and the market and industry in which the
sponsor operates if the issuer is a special purposes entity); and

3) securities that are the subject of the registration document.

9. Information about the market and sector (as applicable)

If the issuer is a special purposes entity, this section must include information on the market and
sector in which the sponsor operates.

10. The issuer and sponsor (where applicable) background, business nature

This section must include the issuer’s background and business nature (and the sponsor’s
background and business nature if the issuer is a special purposes entity), including the following
information:

1) the issuer’s official name, commercial registration number, the address shown in the
commercial registration, and the principal address of the issuer if it is different than the address
shown in the commercial registration (and that of the sponsor if the issuer is a special purposes
entity);

2) the date of incorporation of the issuer (and that of the sponsor if the issuer is a special purposes
entity);

3) the authorized shares of the issuer, the number of shares issued or agreed to be issued, the value
paid up, the nominal value and a description of the shares;

4) if the issuer is a special purposes entity, the sponsor’s authorized shares, number of shares
issued or agreed to be issued, value paid up, nominal value and a description of the shares;

5) description of organization chart of the group showing the issuer’s position within that group
(or that of the sponsor if the issuer is a special purposes entity) (if applicable);

6) the general nature of the business of the issuer (or the sponsor if the issuer is a special purposes
entity), its subsidiaries (if applicable), and details of the main products sold or services provided
and an indication of any significant new products or activities;

7) if the issuer (or the sponsor if the issuer is a special purposes entity) or its subsidiaries (if
applicable) trades outside the Kingdom, a statement showing the location of such trading
operations must be provided. Where a material portion of assets of the issuer (or the sponsor if
the issuer is a special purposes entity) or of its subsidiaries (if any) are outside the Kingdom,
the value and location of such assets and the value of the assets located in the Kingdom must
be provided;

8) a statement that no material change in the nature of the business of the issuer (or the sponsor if
the issuer is a special purposes entity) is contemplated, and if one is contemplated, a detailed
description of that change and its impact on the issuer’s business (or that of the sponsor if the
issuer is a special purposes entity) and its profitability.

11. Issuer’s and Sponsor’s organizational structure (as applicable)

This section must include the issuer’s organizational structure (and that of the sponsor if the issuer
is a special purposes entity), including the following information:

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 1) the issuer’s organizational chart (and that of the sponsor if the issuer is a special purposes entity)
showing the directors structure, supervisory committees, and the functions of senior executives;

2) full names, description of professional and academic qualifications and area of expertise and
dates of appointment of all the issuer’s directors (and of the sponsor’s directors if the issuer is
a special purposes entity), or proposed directors and senior executives for the issuer (and the
sponsor if the issuer is a special purposes entity) showing whether the director is independent
or non-independent and executive or non-executive;

3) details of other previous or current board positions held by all directors of the issuer (and of the
sponsor if the issuer is a special purposes entity) or proposed directors or senior executives and
the company secretary of the issuer. The details should include the name of the company, legal
entity, membership start and end dates, and the sector in which the company operates;

4) details of any bankruptcies of each director of the issuer (and of the sponsor if the issuer is a
special purposes entity) or proposed director, senior executives, or the company secretary of
the issuer (and of the sponsor if the issuer is a special purposes entity);

5) details of any company insolvency in the preceding five years where any of the directors of the
issuer (and of the sponsor if the issuer is a special purposes entity) or proposed directors, senior
executives, or the company secretary of the issuer (and of the sponsor if the issuer is a special
purposes entity) were employed by the insolvent company in a managerial or supervisory
position;

6) a report showing the direct or indirect interests of each director of the issuer (and of the sponsor
if the issuer is a special purposes entity) or proposed director, senior executives, or company
secretary of the issuer (and of the sponsor if the issuer is a special purposes entity) and any of
their relatives in the shares or debt instruments of the issuer (and of the sponsor if the issuer is
a special purposes entity) and its subsidiaries (if applicable), or provide an appropriate negative
statement;

7) full particulars of any contract or arrangement in effect or contemplated at the time of

submission of the registration document in which a director or senior executive or any of their
relatives has an interest in relation to the business of the issuer (and of the sponsor if the issuer
is a special purposes entity) or its subsidiaries (if applicable), or provide an appropriate negative
statement;

8) information about the board of directors committees, including the names of each committee
member and a summary of the terms of reference under which each committee operates;

9) a summary of existing or proposed service contracts, if any, of the directors or chief executive
officer and the chief financial officer of the issuer (and of the sponsor if the issuer is a special
purposes entity);

12. Financial information

The information required below must be provided in relation to the issuer (or the sponsor if the
issuer is a special purposes entity) for the three financial years immediately preceding the
application for registration of securities that are the subject of this document:

1) comparative tables of financial information with commentary and analysis by the issuer’s
management (or the sponsor if the issuer is a special purposes entity) of material financial
information. The comparative tables must:

a. be prepared on a consolidated basis;

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 b. be extracted without material adjustment from audited financial statements; and

c. include financial information presented in a form consistent with that which is adopted in
the issuer’s annual financial statements.

2) a report by certified external auditor must be prepared in accordance with the requirements of
Annex 21 of the Rules on the Offer of Securities and Continuing Obligations in any of the
following circumstances:

a. where the external auditors’ report on the financial statements of the issuer (or the sponsor
if the issuer is a special purposes entity) for any of the last three financial years immediately
preceding the application for registration of securities that are the subject of this document;

b. where the issuer (or the sponsor if the issuer is a special purposes entity) has undergone
restructuring in the three financial years immediately preceding the date of application for
registration of securities that are the subject of this document;

c. where any material change has been made to the accounting policies of the issuer; or

d. where any material adjustment has been made or is required to be made to the published
audited financial statements during the periods referred to the subparagraph (1) above.

3) information must be provided on financial, and operating performance, indicators and results
of operations:

4) in relation to debt, a statement on an individual and consolidated basis as at the most recent
date must be prepared covering the following:

a. a breakdown and classification of any debt instruments issued and outstanding, and
authorised or otherwise created but unissued, and term loans, distinguishing between
guaranteed, unguaranteed, secured (whether the pledge is provided by the issuer or by third
parties) and unsecured loans, or provide an appropriate negative statement;

b. a breakdown and classification of all other borrowing or indebtedness, bank overdrafts,

liabilities under acceptances, acceptance credits or hire purchase commitments,
distinguishing between guaranteed, unguaranteed, secured and unsecured borrowing and
debt, or provide an appropriate negative statement;

c. a breakdown and classification of all mortgages, rights and charges on the issuer (or the
sponsor if the issuer is a special purposes entity) and its subsidiaries’ properties (if any), or
provide an appropriate negative statement;

d. a breakdown of any contingent liabilities or guarantees, or provide an appropriate negative

statement.

5) particulars of any commissions, discounts, brokerages or other non-cash compensation granted

within the three years immediately preceding the application for registration of securities that
are the subject of this document in connection with the issue or offer of any securities by the
issuer (or the sponsor if the issuer is a special purposes entity) or any of its subsidiaries (if
applicable), together with the names of any directors, proposed directors, senior executives,
persons offering or placing the securities or experts who received any such payment or benefit
or provide an appropriate negative statement.

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13. Statements by experts

Where the registration document includes a statement made by an expert, a statement should be
included specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer (or the sponsor if the issuer is a special purposes
entity) or any of its subsidiaries. In addition, the statement should confirm that the expert has given
and not withdrawn his written consent to the publication in the registration document of the expert’s
statement included in the form and context in which it is included.

14. Declarations

The directors of the issuer (or the directors of sponsor if the issuer is a special purposes entity) must
make the following declarations:

1. Other than what has been mentioned on page [●] of this document, there has not been any
interruption in the business of the issuer (or sponsor if the issuer is a special purposes entity) or
its subsidiaries (if applicable), which may have or has had a significant effect on the financial
position in the last 12 months.

2. Other than what has been mentioned on page [●] of this document, there has not been any
commissions, discounts, brokerages or other non-cash compensation granted within the three
years immediately preceding the application for registration in connection with the issue or
offer of any securities.

3. Other than what has been mentioned on page [●] of this document, there has not been any
material adverse change in the financial or trading position of the issuer (or sponsor if the issuer
is a special purposes entity) or its subsidiaries (if applicable) in the three years preceding the
application for registration of securities that are the subject of this document.

4. Other than what is mentioned on page [●] of this document, the Board directors do not have
any shareholding or interest of any kind in the issuer (or sponsor if the issuer is a special
purposes entity), or any of the issuer’s subsidiaries (if applicable), and nor does any relative of
theirs.

5. Debt instruments that are the subject of this registration document have been priced in a fair
methodology and in a manner that preserves the rights of the holders of the debt instruments.

15. Expenses

This section must include an estimation of the expenses for the direct listing of debt instruments
that are the subject of this document.

16. Legal Information

This section must include the following legal information:

1) The following declarations from the issuer’s board of directors (and that of the sponsor if the
issuer is a special purposes entity):

a. Submitting an application for registration of securities that are the subject of this document
does not violate the relevant laws and regulations in the Kingdom;

b. The registration of securities subject to this document does not constitute a breach of any
of the contracts or agreements entered into by the issuer (or the sponsor in case the issuer
is a special purposes entity);

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 c. The registration of securities that are the subject of this document does not prejudice the
offering documents of the debt instruments and the related debenture agreement;

d. all material legal issues concerning the issuer (and sponsor if the issuer is a special purposes
entity) have been disclosed in the registration document;

e. other than what has been mentioned on page [●] of this document, the issuer (or sponsor if
the issuer is a special purposes entity) and its subsidiaries are not subject to any claims,
litigious cases or any other type of legal proceedings that could individually or collectively
have a material effect on the business of the issuer or its subsidiaries or their financial
position; and

f. other than what has been mentioned on page [●] of this document, the directors of the issuer
(or sponsor if the issuer is a special purposes entity) are not subject to any claims, litigious
cases or any other type of legal proceedings that could individually or collectively have a
material effect on the business of the issuer or its subsidiaries or their financial position.

2) a summary of all material contracts.

3) in relation to the issuer (and sponsor if the issuer is a special purposes entity) and its subsidiaries
(if applicable), the following must be included:

a. particulars of any intangible assets such as trademarks, patents, copyright or other

intellectual property rights which are material in relation to the issuer's or any of its
subsidiaries (if applicable) business or profitability, and a statement regarding the extent to
which the issuer or any of its subsidiaries (if applicable) is dependent on such assets;

b. particulars of any litigation or claim (including any litigation pending or threatened) or any
ongoing investigations which may have a material effect on the issuer’s or any of its
subsidiary's business or financial position, or an appropriate negative statement.

4) If the issuer is a special purposes entity:

a. a summary of the provisions of the special purposes entity and the sponsor’s by-laws and
other constitutional documents, including:

1. the object clause of the special purposes entity and the sponsor;

2. provisions relating to the special purposes entity and the sponsor’s administrative,
management and supervisory bodies;

3. provisions relating to the rights and restrictions attached to the special purposes entity’s
securities and the financing transaction. including;

(a) any pledges not to apply for new loans which give privileges to new creditors;

(b) any control rights granted to investors by the special purposes entity;

4. provisions governing the alteration of securities rights or classes of the special purposes
entity, where applicable, and the sponsor;

5. provisions governing liquidation and winding up of the special purposes entity, where
applicable, and the sponsor;

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 6. any power enabling a director or the chief executive officer of the special purposes
entity, where applicable, or of the sponsor, to vote on a contract or proposal in which
he has an interest;

7. any power enabling a director or the chief executive officer of the special purposes
entity, where applicable, or of the sponsor, to vote on remuneration to themselves; and

8. any powers allowing the directors or the senior executives of the special purposes
entity, where applicable, or the sponsor, to borrow from the sponsor.

b. a summary of all material contracts of the special purposes entity and the sponsor, including
summaries of any contract which is material to the financing arrangements.

c. a summary of all related party contracts of the special purposes entity and the sponsor.

17. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

18. Information concerning the debt instruments

1) all details of the debt instruments that are the subject of this registration document including
their terms and conditions;
2) the debt instruments structure diagram and their related cash flows;

3) the debt instruments pricing methodology;

4) full information on the rights conferred upon holders of the debt instruments;

5) details of the debt instruments;

6) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments;

7) the proposed guiding price for the listing of debt instruments;

8) use of the proceeds of the offer of the debt instruments;

9) details of the early redemption of the debt instruments (if any);

10) details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the request of the issuer or sponsor (as applicable) or at the
request the holders of the debt instruments, and the date from which payments are due to start;

11) a description of breaches of the terms and conditions of the debt instruments that affect
the rights of the debt holders, and the procedures that will be taken in these cases;

12) details of any agreements with the representative of the holders of the debt instruments, , the
name and function and head office of such representative, the conditions under which the
representative may be replaced together with an indication of where the public may inspect
copies of the documents detailing the obligations of the representative;

13) a description of any subordination of the debt instruments to any other debts or debt instruments
of the issuer (and the sponsor if the issuer is a special purposes entity);

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 14) a description of the applicable law related to the registration of the debt instruments;

15) details of any restrictions on the transferability of the debt instruments;

16) details of the arrangements for transfer of the debt instruments;

17) the date upon which it is expected that trading in the debt instruments will commence, if the
issuer (or the sponsor if the issuer is a special purposes entity) can anticipate such date;

19. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(provided it is not less than 14 days before the end of the expected date to list the debt instruments
that these documents shall remain available for inspection until the completion of listing of the debt
instruments):

1) the by-laws and other constitutional documents of the issuer (and the sponsor if the issuer is a
special purposes entity);

2) any document or order granting permission to offer register the securities that are the subject of
this document;

3) all other reports, letters, documents, value estimates or statements by any expert that any part
of which is extracted or referred to in the registration document;

4) each contract disclosed pursuant to paragraph (7) of section (11) of this Annex or a
memorandum giving full particulars of the agreement;

5) the reviewed financial statements of the issuer for each of the three financial years immediately
preceding the date of the publication of the registration document, in addition to the most recent
interim financial statements. If the issuer is a special purposes entity, the reviewed financial
statements of the sponsor for each of the three financial years immediately preceding the date
of the publication of the registration document, in addition to the most recent interim financial
statements; and

6) any other documentation that may be required by the Authority.

20. External auditor’s report

The issuer’s audited financial statements for the three years immediately preceding the date of the
publication of the registration document, in addition to the most recent interim financial statements,
must be enclosed.

21. Guarantees

Where a guarantee, pledge or other similar commitment is to be provided, the following information
must be included:

1) details regarding the terms, conditions and scope of the guarantee, pledge or other similar
commitment including any conditionality on the application of the guarantee, pledge or similar
commitment; and

2) copies of the external auditor’s report and the directors’ report on the accounts of the guarantor
company.

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 ANNEX 18
CONTENTS OF A REGISTRATION DOCUMENT FOR REGISTRATION OF DEBT
INSTRUMENTS OFFERED BY WAY OF PRIVATE PLACEMENT FOR AN
ISSUER THAT HAS SECURITIES CURRENTLY LISTED ON THE EXCHANGE

A registration document submitted for the registration of debt instruments offered by way of private
placement for the purpose of direct listing on the Exchange by an issuer that has securities currently
listed on the Exchange must contain the information under the following sections at a minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name, incorporation date and commercial registration number. If the issuer is a
special purposes entity, a license to establish the special purposes entity and the sponsor’s
commercial registration;

2) the registration document date;

3) the name of the issue, its size, and the number of debt instruments to be issued. If the offering
is a debt instrument issuance program, include the program's name, its size, and number of debt
instruments to be issued;

4) the proposed guiding price for the listing of debt instruments. If the registration document is
published before determining the price, a statement must be included stating that the
information in the registration document will be updated or completed before the beginning of
listing of the debt instruments

5) name of the financial advisor and arranging manager; and

6) a statement on the importance of referring to the “Important Notice” and the “Risk Factors”
under section (2) and section (8) of this Annex, respectively; and the importance of referring to
any information referred to in the prospectus via an electronic link to the Exchange's website.

2. Important notice

This section must include the following;

1) a notice which shows the purpose and the nature of information mentioned in the
document.
2) the following declaration:
“This registration document includes information provided as part of the application for
registration of securities in compliance with the Rules on the Offer of Securities and
Continuing Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia
(the "Authority") and the application for listing of securities in compliance with the Listing
Rules of the Saudi Stock Exchange Company. The issuer’s directors (and the sponsor’s
directors if the issuer is a special purposes entity), whose names appear in this document,
collectively and individually accept full responsibility for the accuracy of the information
contained in this document and confirm, having made all reasonable enquiries, that to the
best of their knowledge and belief, there are no other facts the omission of which would
make any statement herein misleading. The Authority and the Saudi Stock Exchange
Company do not take any responsibility for the contents of this document, do not make

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 any representation 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
document. In the event that any of the contents of this document cannot be understood, an
authorized financial advisor shall be consulted."

3. Table of contents

This section must include the registration document table of contents.

4. Incorporation by Reference

This section must include a list of information incorporated by references to this registration
document and related sections of this prospectus

5. Terms and definitions

This section must include the terms and definitions used in the registration document.

6. Corporate directory

This section must contain the following (where applicable):

1) The issuer’s and its representatives’ contact information (and contact information for the
sponsor and its representatives if the issuer is a special purposes entity), including addresses,
telephone numbers, e-mail addresses, and the issuer’s website (and the sponsor's website is the
issuer is a special purposes entity).

2) The contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the registration document has been attributed:

a. the financial advisor;

b. the external auditor;

c. the custodian (where applicable); and

d. the board members of the special purposes entity (where applicable).

e. credit rating agency (if any); and

f. representative of debt instrument holders.

7. Summary

This section must include a disclaimer to the target investors on the importance of reading the
registration document prior to making an investment decision, and include the following
information (where applicable):

1) the issuer’s name, description and incorporation information;

2) if the issuer is a special purposes entity, the name of the entity and sponsor, their descriptions,
their incorporation information, and a summary of the financing transaction for the special
purposes entity;

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 3) details of the debt instruments to be listed, their rights, and any restrictions imposed upon them;

4) if the issuer is a special purposes entity, the sponsor’s commitment to ensure that the due
payments are paid as per the debt instruments (as applicable);

5) any additional information required by the Authority to be provided in the registration

document as it deems appropriate; and

6) . include details of any guarantees related to the debt instruments offered (if any);

7) a statement showing the tax and zakat treatment of the debt instruments offered and any tax and
zakat obligations on holders of the debt instruments; and

8) issuer and debt instruments credit rating (if any).

8. Risk factors

This section must contain information in relation to risk factors specific to:

1) the issuer (and the sponsor if the issuer is a special purposes entity);

2) the market and industry in which the issuer operates (and the market and industry in which the
sponsor operates if the issuer is a special purposes entity); and

3) securities that are the subject of the registration document.

9. Declarations

The directors of the issuer (and the directors of the sponsor if the issuer is a special purposes entity)
must make the following declarations:

1) Other than what has been mentioned on page [●] of this document, there has not been any
interruption in the business of the issuer (or sponsor if the issuer is a special purposes entity) or
of the issuer's subsidiaries (if applicable), which may have or has had a significant effect on the
financial position in the last 12 months.

2) Other than what has been mentioned on page [●] of this document, there has not been any
material adverse change in the financial or trading position of the issuer (or sponsor if the issuer
is a special purposes entity) or its subsidiaries (if applicable) in the year preceding the
application for registration of securities that are the subject of this document.

3) Debt instruments that are the subject of this registration document have been priced in a fair
methodology and in a manner that preserves the rights of the holders of the debt instruments.

4) The registration of securities that are the subject of this document does not prejudice the
offering documents of the debt instruments and the related debenture agreement.

10. Information concerning the debt instruments

This section must include the following information:

1) all details of the debt instruments that are the subject of this registration document including
their terms and conditions;

2) the debt instruments structure diagram and their related cash flows;

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3) the debt instruments’ pricing methodology;

4) the proposed guiding price for the listing of debt instruments;

5) use of proceeds of the offering of the debt instruments (where applicable);

6) details of the early redemption of the debt instruments (if any);

7) the nominal value for debt instrument;

8) details of repayment related dates including final maturity date and early repayment dates,
specifying whether exercisable at the request of the issuer or sponsor (as applicable) or at the
request the holders of the debt instruments, and the date from which payments are due to start;

9) details of the arrangements for transfer of the debt instruments;

10) the names and addresses of the paying agents, and any registrar and transfer agents for the debt
instruments; and

11) description of breaches of the terms and conditions of the debt instruments that affect the
rights of the debt holders, and the procedures that will be taken in these cases;

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 ANNEX 19
CONTENT OF A SHAREHOLDERS' CIRCULAR FOR A CAPITAL INCREASE BY
DEBT CONVERSION

A shareholders' circular for the registration and offering of capital increase shares by debt conversion
shall contain the following information:

1. Cover page

This section must include the following information (where applicable):

1) a summary of the offer including share class and rights;

2) purpose of the capital increase and the identity of the creditor;

3) a brief description of the debt conversion;

4) the issuer’s current capital and number of shares previously listed;

5) whether the debt conversion is deemed to be a related party transaction;

6) the names and shareholdings of related parties (if any);

7) the creditor's pre and post capital ownership in the issuer;

8) the total value of the debt that is subject to the transaction, and the value and number of shares
to be issued;

9) a statement that the issuer has submitted the application for registration and offer of the
securities and the application for listing to the Exchange and that all requirements have been
met;

10) a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (8) of this Annex, respectively before voting on the capital increase; and

11) the following declarations:

“This circular includes information provided as part of the application for registration and offer
of securities in compliance with the Rules on the Offer of Securities and Continuing Obligations
of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority") and the
application for listing of securities in compliance with the Listing Rules of the Saudi Stock
Exchange Company. The directors, whose names appear in this circular, collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, there are no other facts the omission of which would make any statement herein
misleading. The Authority and the Saudi Stock Exchange Company do not take any
responsibility for the contents of this circular, do not make any representation 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 circular. If understanding the contents of such circular
is difficult, an authorised financial advisor must be appointed”; and

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 12) a statement from the directors of the issuer confirming that having done the due diligence they
deemed sufficient in the circumstances, the debt conversion is in the best interests of the issuer
and the shareholders.

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the circular.

3. Corporate directory

This section must include the following:

1) the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the circular has been attributed:

a. the financial advisor of the issuer;

b. the legal advisor of the issuer; and

c. the external auditor of the issuer.

4. Summary

This section must contain the following information (where applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders and their current ownership percentages;

4) the public, substantial shareholders of the issuer and the creditor showing their ownership
percentages and number of shares pre- and post-capital increase

5) the capital of the issuer;

6) issuer’s total number of shares;

7) the nominal value per shares;

8) the total number of new shares;

9) the percentage of the new shares to the capital of the issuer;

10) the issue price;

11) the total value of the issue;

12) description of the debt conversion including the identity of the creditor and key details in
relation thereto;

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 13) structure of the debt conversion;

14) rationale behind the debt conversion;

15) statement on whether the debt conversion constitutes a related party transaction and if so the
identity, and ownerships of such parties;

16) a summary of the key steps required until the completion of the capital increase and the listing
of new shares;

17) the rights to dividends of the new shares;

18) consents and approvals required to complete the capital increase;

19) voting rights of the new shares;

20) restrictions on new shares;

21) a statement that the proposed capital increase is subject to the shareholders’ approval at the
extraordinary general assembly; and

22) a statement to the issuer’s current shareholders about the consideration of the circular as a whole
and not merely the summary in an identifiable font).

5. Key dates and debt conversion milestones

This section must include a timetable showing the detailed timeline of the debt conversion.

6. Table of contents

This section must include the circular table of contents.

7. Terms and definitions

This section must include the terms and definitions used through the circular.

8. Risk factors

This section must include information in relation to all risk factors relating to the debt conversion
including but not limited to:

1) commercial risks, legal risks, and risks relating to the issuance of the new shares;

2) the dilution of current shareholders’ ownership, and the associated reduction in voting power;
and

3) any risk related to the potential control by the creditor (if post capital increase will result in
owning 30% or more by such parties).

9. The Debt Conversion

This section must include all information relating to the debt conversion including:

1) the rationale behind the debt conversion and its implications on the issuer;

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 2) any envisaged changes in the issuer's board of directors or the executive management as a result
of the debt conversion;

3) the issuer's ownership structure pre and post the capital increase;

4) the valuation of debt that is subject to the transaction and the resulting share valuation and
number of shares to be issued, the agreed debt conversion valuation terms including agreed
debt valuation, and the resulting share valuation and number of shares to be issued;

5) details of any related parties who have direct or indirect interest in the transaction if the debt
conversion is considered as a related party transaction;

6) the proposed timing of the debt conversion and its key steps;

7) pre and post capital increase ownership structure;

8) the pro-forma financial statements reflecting the financial position of the issuer following the
debt conversion;

9) a comparison of the issuer’s performance indicators as per the pro-forma vs. the issuer’s audited
financials;

10) earnings per share accretion/dilution analysis; and

11) the issuer’s share price performance, covering at least one year prior to the date of the
application for registration and offer of securities.

10. Financial information

This section must include at least the pro-forma financial statements of the issuer post-capital
increase and covering pro-forma balance sheet, income statement and statement of cash flows.

11. Legal Information

This section must include all legal information relating to the debt conversion including but not
limited to the following information:

1) board and senior executive declarations as to the following:

a. the debt conversion does not constitute a breach of the relevant laws and regulations in
Saudi Arabia.

b. the issuance does not constitute a breach of any contract/agreement entered into by the
issuer.

c. all material legal issues concerning the issuer have been disclosed in the circular.

d. this section includes all the material legal information about the debt conversion's
documents, which the issuer’s shareholders should take into consideration to make a well
informed voting decision; and

e. that there is no other material legal information within this section the omission of which
would make any statement herein misleading.

2) details on the debt conversion documents and agreements;

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 3) governmental approvals and third party consents required to complete the transaction;

4) particulars of any litigation or claim (including any litigation pending or threatened) or any
ongoing investigations which may have a material effect on the issuer or any of its subsidiaries
business or financial position, or an appropriate negative statement;

5) details of any bankruptcies of each director or proposed director, senior executives, or the
company secretary of the issuer (or a negative statement thereto);

6) details of any company insolvency in the preceding five years where any of the directors or
proposed directors, senior executives, or the company secretary of the issuer were employed by
the insolvent company in a managerial or supervisory capacity.

7) (where the debt conversion is a related party transaction) that the independent members of the
board of the issuer, other than the related parties, acknowledge that they do not have any direct
or indirect interest in any of the issuer's shares or in any of the shares or businesses (as
applicable) of the creditor, or in any contracts, signed or to be signed, between the parties of
the transaction, and that they confirm their full independency in respect of the shares issuance
subject of this circular.

12. Statements by experts

Where the circular includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the circular of the expert’s statement included in the form and context in which it is included.

13. Expenses

This section must include details of the aggregate debt conversion expenses.

14. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

15. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 14 days before the date of convening the extraordinary general assembly):

1) the transaction documents and agreements;

2) the examined issuer’s pro-forma financials;

3) the valuation report;

4) the advisors' consent letters to the use their names, logos and statements in the circular;

5) a statement of the origin and amount of the debt subject of the transaction which is signed and
certified by the board of directors and the auditors of the issuer; and

6) any other documents/information requested by the Authority.

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16. Annexes

This section should include the following annexes to the circular:

1) the issuer’s annual audited financials for the past three years; and

2) the reviewed pro-forma financial statement reflecting the financial position of the issuer
following the debt conversion.

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 ANNEX 20
CONTENTS OF A CIRCULAR FOR A CAPITAL INCREASE TO ACQUIRE A
COMPANY OR PURCHASE AN ASSET

The shareholders' circular for the registration and offering of capital increase to acquire a company or
purchase an asset shall contain the following information as minimum:

1. Cover page

This section must include the following information (where applicable):

1. a summary of the offer including share class and rights;

2. purpose of the capital increase and the identity of the target company/assets;

3. whether the transaction is deemed to be a related party transaction;

4. the names and shareholdings of related parties (if any);

5. a brief description of the acquisition transaction or purchase;

6. details of ownership of the public, the substantial shareholders and the owners of the target
company/asset.

7. total value of the transaction with the details of consideration provided to the owners of the
target company/asset.

8. the current capital of the issuer and the number of shares that have been listed prior to the
particular offer by the issuer;

9. a statement that the issuer has submitted the application for registration and offer of securities
to the Authority and the application for listing to the Exchange and that all requirements have
been met;

10. a statement referring to the “Important Notice” and the “Risk Factors” under section (2) and
section (8) of this Annex, respectively before voting to the resolution of capital increase;

11. the following declarations:

“This circular includes information provided as part of the application for registration and offer
of securities in compliance with the Rules on the Offer of Securities and Continuing Obligations
of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority") and the
application for listing of securities in compliance with the Listing Rules of the Saudi Stock
Exchange Company. The directors, whose names appear in this circular, collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, there are no other facts the omission of which would make any statement herein
misleading. The Authority and the Saudi Stock Exchange Company do not take any
responsibility for the contents of this circular, do not make any representation 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 circular”; and

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 12. a statement from the directors of the issuer confirming that having done the due diligence they
deemed sufficient in the circumstances, the acquisition or purchase is in the best interests of the
issuer and the shareholders.

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the circular.

3. Corporate directory

This section must include the following:

1. the issuer’s and its representatives’ contact information, including addresses, telephone
numbers, e-mail addresses, and the issuer’s website.

2. the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the circular has been attributed:

a. the issuer’s financial advisor;

b. the issuer’s legal advisor; and

c. the issuer’s external auditor.

4. Summary

This section must contain the following information (where applicable):

1. the issuer’s name, description and incorporation information;

2. the issuer’s activities;

3. substantial shareholders showing their ownership percentages and number of shares pre- and
post-capital increase;

4. the capital of the issuer;

5. issuer’s total number of shares;

6. the nominal value per shares;

7. the total number of new shares;

8. the percentage of the new shares to the capital of the issuer;

9. the issue price;

10. the total value of the issue;

11. description of the acquisition or purchase including the identity of the target company/asset and
key details in relation thereto;

12. description of the target company/asset and incorporation information of the target company;

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 13. activities of the target company/asset;

14. substantial shareholders of the target (or the owners of the asset as applicable) showing their
ownership percentages and number of shares (or stakes as the case may be) pre- and post-
offering;

15. collective and individual ownership of the selling shareholders/ owners of the target
company/asset in the issuer should the acquisition or purchase take place

16. the capital of the target;

17. target’s total number of share (or stakes as the case may be);

18. statement on whether the acquisition or purchase constitutes a related party acquisition or
purchase and if so the identity, and ownerships of such parties;

19. names of the selling shareholders of the target company to be acquired and the stakes/shares
sought (collectively and from each selling shareholder);

20. the total value of the consideration and a break down (where applicable);

21. structure of the acquisition or purchase;

22. pre and post capital increase ownership structure in the issuer;

23. pre and post capital increase ownership structure in the target company or asset (as applicable);

24. ownership dilution effects;

25. earnings per share accretion/dilution;

26. rationale behind the acquisition or purchase;

27. a summary of the key steps required until the completion of the capital increase and the listing
of new shares;

28. the rights to dividends of the new shares;

29. consents and approvals required to complete the capital increase;

30. voting rights of the new shares;

31. restrictions on new shares; and

32. a statement that the proposed capital increase is subject to the shareholders’ approval at the
extraordinary general assembly; and

33. include a disclaimer in identifiable font to the shareholders on the importance of reading the
entire circular (and not just the summary) prior to voting at the extra ordinary general assembly
on the capital increase.

5. Key dates and acquisition or purchase milestones

This section must include a timetable showing the detailed timeline of the acquisition or purchase.

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6. Table of contents

This section must include the circular table of contents.

7. Terms and definitions

This section must include the terms and definitions used through the circular.

8. Risk factors

This section must include information in relation to all risk factors relating to the acquisition or
purchase including but not limited to:

1) commercial risks, legal risks, and risks relating to the transaction and the issuance of the new
shares;

2) the dilution of current shareholders’ ownership, and the associated reduction in voting power.

3) any risk related to the potential control by selling shareholders (if post capital increase will
result in owning 30% or more by such parties).

9. Market details of the relevant industry and trends of the target company/asset to be acquired

10. The Acquisition or Purchase

This section must include all information relating to the acquisition or purchase including:

1) a detailed break-down of the acquisition's or purchase’s consideration, indicating the amount

designated to each selling shareholder of the target company to be acquired or the asset to be
purchased;

2) the rationale behind the acquisition or purchase and its implications on the issuer;

3) any envisaged changes in the issuer's board of directors or the executive team as a result of the
acquisition or purchase;

4) an outline of the business of the target company/asset to be acquired;

5) the valuation of the target company/asset including a description of the valuation methodologies
and assumptions utilised, the final agreed proposed valuation of the target company to be
acquired/asset to be purchased, the final agreed value of the stakes/shares sought in the target
company to be acquired, the corresponding value of acquisition or purchase consideration and
the value and number of shares to be issued by the issuer, the agreed acquisition or purchase
terms in lights of the above (for instance, the agreed upon consideration, portion of the
consideration which will be paid in cash and in the proposed issued shares) ; covering at least
the agreed value of the stakes/shares sought, a break-down of the consideration (i.e. shares vs.
cash), the resulting share swap ratio and cash component per share (if any);

6) details of any related parties who have direct or indirect interest in the acquisition or purchase;

7) pre and post capital increase ownership structure;

8) the Pro-forma financial statements reflecting the financial position of the issuer following the
acquisition or purchase;

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 9) a comparison of the issuer’s performance indicators as per the pro-forma vs. the issuer’s audited
financials;

10) earnings per share accretion/dilution analysis; and

11) the issuer’s share price performance, covering at least one year prior to the date of the
application for registration and offer of securities.

11. Financial information

This section must include a reasoned management discussion and analysis on the target
company/asset.

12. Legal Information

This section must include all legal information relating to the acquisition or purchase, including but
not limited to the following:

1) the directors of the issuer must make the following declarations:

a) the acquisition or purchase does not constitute a breach of the relevant laws and regulations
in Saudi Arabia;

b) the issuance does not constitute a breach of any contract/agreement entered into by the
issuer;

c) this section includes all the material legal information about the acquisition's or purchase's
documents, which the issuer’s shareholders should take into consideration to make a well
informed voting decision;

d) that there are no other material legal information within this section the omission of which
would make any statement herein misleading; and

e) (where the acquisition or purchase is a related party transaction) that the independent
members of the board of the issuer, other than the related parties, acknowledge that they do
not have any direct or indirect interest in any of the issuer's shares or in any of the shares
or businesses of the target (or the asset to be purchased), or in any contracts, signed or to
be signed, between the parties of the acquisition or purchase, and that they confirm their
full independency in respect of the acquisitions or purchases subject of this circular.

2) description of the legal structure of the acquisition or purchase;

3) governmental approvals and third party consents required to complete the acquisition or
purchase;

4) a summary of all material contracts and agreements relating to the capital increase for the
purpose stated in this circular;

5) material terms, conditions and any conditions precedent\undertakings as per the acquisition
agreement;

6) material terms and conditions and any conditions precedent/undertakings for the other
acquisition or purchase documents\agreements;

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 7) particulars of any litigation or claim (including any litigation pending or threatened) or any
ongoing investigations which may have a material effect on the issuer or any of its subsidiaries
business or financial position, or an appropriate negative statement.

8) particulars of any litigation or claim (including any litigation pending or threatened) or any
ongoing investigations which may have a material effect on the target or any of its subsidiaries
business or financial position, or an appropriate negative statement.

9) details of any bankruptcies of each director or proposed director, senior executives, or the
company secretary of the issuer (or a negative statement thereto).

10) details of any company insolvency in the preceding five years where any of the directors or
proposed directors, senior executives, or the company secretary of the issuer were employed by
the insolvent company in a managerial or supervisory capacity (or a negative statement thereto).

13. Statements by experts

Where the circular includes a statement made by an expert, a statement should be included
specifying the qualifications of the expert and whether such expert or any relative has any
shareholding or interest of any kind in the issuer or any of its subsidiaries. In addition, the statement
should confirm that the expert has given and not withdrawn his written consent to the publication
in the circular of the expert’s statement included in the form and context in which it is included.

14. Expenses

This section must include details of the aggregate acquisition or purchase expenses.

15. Waivers

This section must include details on all requirements that have been waived for the issuer by the
Authority.

16. Documents available for inspection

This section must include information in relation to the place in the Kingdom at which the following
documents may be inspected and the period of time during which the inspection may take place
(being not less than 14 days before the date of convening the extraordinary general assembly):

1) the bylaws and the articles of association of the target and any amendments thereto (if any);

2) the acquisition or purchase documents and agreements;

3) the target’s audited financials for the past three years (if any);

4) the issuer’s pro-forma financials;

5) the valuation report;

6) the advisors consent letters to the use their names, logos and statements in the circular; and

7) any other documents/information requested by the Authority.

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17. Annexes

This section should include the following annexes to the circular:

1. the annual audited financial statements for the past three years (if any) preceding the date of the
application for the target company/asset (where applicable);

2. the reviewed pro-forma financial statement reflecting the financial position of the issuer
following the acquisition or purchase; and

3. where the target is a company, a copy of the target’s bylaws, and articles of association
including all amendments to date.

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 ANNEX 21
EXTERNAL AUDITOR'S REPORT

This Annex details the external auditor's report which is prepared pursuant to, Annex (12) (Contents of
a Prospectus for Shares), Annex (13) (Content of a Prospectus for a Rights Issue), Annex (14) (Contents
of a Prospectus for Debt Instruments and Convertible Debt Instruments for an issuer without securities
listed on the Exchange), Annex (15) (Content of a Prospectus for Debt Instruments for an issuer that
has securities currently listed on the Exchange), and Annex(17) (Contents of a Registration Document
for Registration of Debt Instruments Offered by Way Of Private Placement For An Issuer Without
Securities Listed On The Exchange) to the Rules on the Offer of Securities and Continuing Obligations.
The Authority must be consulted in cases where the issuer is uncertain as to whether an external auditor's
report is required.

The external auditor's report must be prepared by an independent external auditor who is a current
member certified by SOCPA.

1) Contents of external auditor's report:

a) The report must cover the issuer and its subsidiaries (if applicable).

b) The report must be extracted from the audited financial statements and adjusted as considered
necessary by the reporting external auditor.

c) The report must be prepared in accordance with the accounting standards issued by SOCPA.

d) The report must include the following financial information, presented in a form consistent
with that which is adopted in the issuer’s annual financial statements, and must cover the
three financial years immediately preceding the application for registration and offer of
securities subject to the relevant prospectus or the application for the registration of securities
subject to the relevant registration document [use as applicable]:

1. balance sheet;

2. income statement;

3. cash flow statement;

4. accounting policies; and

5. any notes to the financial statements covering, as a minimum, the last three financial
years.

e) The report must contain an opinion by the external auditor as to whether or not, for the
purposes for which it was prepared, the report gives a true and fair view of the financial
matters set out therein.

f) If the opinion in paragraph (e) above is qualified, the report must refer to all material matters
about which the external auditor has reservations, give all reasons for the qualifications and,
if both relevant and practicable, quantify its effect.

g) In the event that the issuer is applying for registration and offer of the securities or applying
for the registration of securities [use as applicable] for the first time, the report must not
contain any qualification unless the Authority is satisfied that the qualification is acceptable
to the Authority and has been adequately explained so as to enable the investors to make a

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 proper and appropriate assessment of the significance of the matter that is the subject of the
qualification.

2) Statement of adjustments

If the external auditor, when preparing his report, considers it necessary to effect adjustments to
previously published figures, such adjustments must be limited to those that the external auditor
considers necessary. The external auditor must prepare and sign a written statement of the
adjustments, and submit it to the Authority for each period to which the report relates, in such
form and detail and with such explanation as will show how the reported figures reconcile to the
corresponding information in the published accounts. The statement of adjustments must be made
available for inspection.

3) Material acquisitions and disposals made during the period under review

a) Where the issuer has acquired at any time during the three financial years immediately
preceding the application for registration and offer of securities or application for the
registration of securities [use as applicable] that are subject to the report, an undertaking or
assets which would be classified as material by the Authority, financial information on the
undertaking or assets must be given covering the last three years. An acquisition or
disposition will be material where the consideration due in respect of such acquisition or
disposition is greater than 15% of the net book value of the existing net assets of the issuer
and its subsidiaries (if applicable).

b) The external auditor’s report must include the post-acquisition information on the issuer and
its subsidiaries and relevant undertaking referred to in paragraph (a) above.

c) Where the issuer has, since the date to which the latest published annual financial statements
have been made up, acquired or disposed of an undertaking or assets which would be
classified as material by the Authority, a pro forma net assets statement showing the effect of
the acquisition or disposal on the net assets must be submitted.

In the case of a new application for registration and offer of securities or application for the registration
of securities [use as applicable], where the external auditor’s report on the audited financial statements
for the last three financial years of any undertaking acquired by the issuer during the period under review
has been qualified, the issuer will be regarded as unsuitable for registration and offer of the securities
or registration of securities [use as applicable] unless the Authority is satisfied that the qualification has
been adequately explained so as to enable the investors to make a proper and appropriate assessment of
the significance of the matter that is the subject of the qualification.

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 ANNEX 22
FORM OF A FINANCIAL ADVISOR'S LETTER

[To be provided on the financial advisor's letterhead]

To: The Authority

In our capacity acting as the financial advisor to (please insert the name of the "issuer") (referred to
hereinafter as "issuer") in respect of the issuer’s application for registration and offer of securities or
registration of securities [use as applicable] (please provide details of the securities) / capital increase
by way of a debt conversion (please provide details of the debt conversion) [use as applicable], and in
accordance with Article (21) of the Rules on the Offer of Securities and Continuing Obligations, we
[please insert the name of the financial advisor] confirm, to the best of our knowledge, and through
conducting due diligence and making enquiries of the issuer and its advisors, that the issuer has satisfied
all conditions required for registration and offer of securities and has satisfied all other matters required
by the Capital Market Authority (the "Authority") as of the date of this letter. [please insert the financial
advisor name] further confirms that it has, to the best of its knowledge and within its capacity as
financial advisor, provided to the Authority any information or clarifications in such form and within
such time limit as the Authority required for the purpose of verifying whether [please insert the financial
advisor name] and the issuer have complied with the Capital Market Law, Listing Rules and the Rules
on the Offers of Securities and Continuing Obligations.

In particular, [please insert the financial advisor name] confirms that:

1) it has provided all the relevant services required by the Rules on the Offer of Securities and
Continuing Obligations with due care and skill;

2) it has taken reasonable steps to satisfy itself that the directors of the issuer understand the nature
and extent of their responsibilities under the Capital Market Law, its Implementing Regulations
and the Exchange Rules; and

3) it has come to a reasonable opinion, based on due enquiry and professional experience, that:

a. the issuer has satisfied all relevant requirements for the registration and offer of securities or
registration of securities [use as applicable] (including provisions regarding the prospectus)
(including provisions regarding the shareholder circular) (including provisions regarding the
registration document) [use as applicable];

b. the directors of the issuer have established adequate procedures, controls and systems which
enable the issuer to comply with the requirements of the Rules on the Offer of Securities and
Continuing Obligations, the Listing Rules, the Capital Market Law, its Implementing
Regulations and the Exchange Rules; and

c. that all matters known to [please insert the financial advisor name] which should be taken
into account by the Authority when considering the application for registration and offer of
securities, or the application for the registration of securities [use as applicable], have been
disclosed to the Authority.

d. that the scope of the financial due diligence report is proper for the purposes of the issuer’s
application for registration and offer of securities or registration of securities (as applicable) [use
as applicable].

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[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 23
FORM OF A LEGAL ADVISOR'S LETTER

[To be provided on the legal advisor's letterhead]

To: The Authority

We act as legal advisor to [please insert the name of the issuer] (referred to hereinafter as “issuer”) in
respect of the issuer’s application for registration and offer of securities or registration of securities [use
as applicable] (please provide details of the securities).

We further refer to the draft prospectus / shareholders circular / registration document [use as
applicable] prepared in relation to the issuer [please provide details of the offer], and more specifically,
in connection with the application to the Capital Market Authority (the “Authority”) for the registration
and offer of the securities of the issuer or registration of securities [use as applicable]. We have, in
relation to the application, and in consultation with the financial advisor to the application, advised the
issuer in relation to the requirements of the Capital Market Law its Implementing Regulations and the
Exchange Rules including the Rules on the Offer of Securities and Continuing Obligations.

In particular, we have advised the issuer on the content of the legal sections of the prospectus /
shareholders circular / registration document [use as applicable]. In this respect, we have carried out
such further review and enquiries as we consider appropriate in the circumstances and (have undertaken
a formal legal due diligence review [use as applicable]).

In our capacity as such counsel, we confirm that we are not aware of any material matter of
noncompliance by the issuer with the requirements of the Capital Market Law its Implementing
Regulations and the Exchange Rules including any conditions imposed by the Rules on the Offer of
Securities and Continuing Obligations and the Listing Rules, including the content requirements in
relation to the prospectus/ shareholders circular / registration document [use as applicable] as at the
date hereof.

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request].

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 ANNEX 24
FORM OF LETTER REQUIRED FOR A CAPITALISATION ISSUE

The issuer must provide the Authority with an application letter to obtain the Authority’s approval on
any capitalisation issue and the registration of shares. The letter shall contain the following
information on the relevant issue according to the most recent audited annual financial statements:

1. the nominal value of the issuer’s listed share capital before and after the issue;

2. the number of shares issued before and after the issue;

3. the ratio of shares to be issued as a result of the issue to the number of shares issued prior to

the issue;

4. the value of the reserves to be utilised in the issue;

5. the nature of the reserves to be utilised in the issue;

6. a statement that the reserves used for any capital alteration are sufficient for such capital

alteration and that the capital alteration complies with applicable rules and regulations;

7. the details on share fraction treatment (if any);

8. the date of the audited annual financial statements from which the value of the reserves to be

utilised was taken and a certified copy of such statements;

9. details of any dividends or other actions that may impact the retained earnings and the

reserves that appear in the financial statements referred to in paragraph (8) above or an

appropriate negative statement; and

10. include a statement on the approval from the relevant regulatory authorities as well as a copy

of this approval (where applicable).

[This annex shall be submitted electronically through the automated system determined by the Authority
for this purpose and the offeror shall retain the original copies (or, where appropriate, certified copies)
for a period not less than ten years. in case of a lawsuit or claim (including any existing or threatened
action) or any existing investigation procedures relating to such documents, the offeror shall retain such
documents until the completion of such litigation, claim or investigation procedures. Moreover, such
documents must be submitted to the Authority upon request].

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 ANNEX 25
CONTENT OF LETTER REQUIRED FOR CAPITAL REDUCTION

The issuer must provide the Authority with a signed and dated application letter to obtain the
Authority’s approval on any capital reduction. The letter shall contain the following information:

1. The nominal value of the issuer’s listed share capital before and after the capital reduction.

2. The total number of shares of the issuer before and after the capital reduction.

3. The ratio of remaining shares of the issuer after the capital reduction to the number of shares of
the issuer prior to the capital reduction.

4. The value of the capital reduction.

5. The method of the capital reduction.

6. The details on share fraction treatment (if any).

7. The date of the financial statements from which the required numbers for valuations of the
capital reduction were taken and a certified copy of such statements.

8. Include a statement on the approval from the relevant regulatory authorities (if any) as well as
a copy of this approval.

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request]

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 ANNEX 26
CONTENT OF A PROSPECTUS FOR PARALLEL MARKET OFFERS

The prospectus for the registration and offering of securities in the Parallel Market shall contain the
following as minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name;

2) the issuer’s incorporation date and commercial registration number;

3) capital and number of shares;

4) a summary of the offer including share class and rights;

5) substantial shareholders;

6) targeted types of investors;

7) offer period and conditions;

8) shares that have been listed prior to the particular offer by the issuer (if applicable);

9) a statement that the issuer has submitted the application for registration and offer of shares in
the Parallel Market to the Authority, and all requirements have been met; and

10) the following declaration:

“This prospectus includes information provided in compliance with the Rules on the Offer and
Continuing Obligations issued by Capital Market Authority of the Kingdom of Saudi Arabia
(the "Authority"). The directors, whose names appear in this prospectus, collectively and
individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts the omissions of which would make any
statement in the prospectus misleading. The Authority and the Exchange do not take any
responsibility for the contents of this prospectus, do not make any representation 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 document. Those wishing to buy listed shares
under this prospectus shall verify the information related to the shares being offered; and
consult a licensed financial advisor when facing any difficulty understanding the contents of
this prospectus.”

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the Prospectus.

3. Corporate directory

This section must include the following:

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 1) issuer’s and its representatives’ contact information, including addresses, telephone numbers,
e-mail addresses, and the issuer’s website.

2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the Prospectus has been attributed:

a) the financial advisor;

b) the legal advisor (if any);

c) the external auditor; and

d) the Capital Market Institutions authorised to place or sell the shares.

4. Offer summary

This section must include the following information (where applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders showing their ownership percentages and number of shares pre- and
post-offering;

4) the capital of the issuer;

5) issuer’s total number of shares;

6) the nominal value per share;

7) the total number of offered shares;

8) the percentage of offered shares to the capital of the issuer;

9) the offer price;

10) the total value of offer;

11) the use of the proceeds;

12) types of targeted investors;

13) subscription method;

14) the minimum number of shares to be subscribed for;

15) the minimum value of shares to be subscribed for;

16) the maximum number of shares to be subscribed for;

17) the maximum value of shares to be subscribed for;

18) the method of allocation of the shares and refund of excess monies;

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 19) the offer period;

20) the rights to dividends;

21) voting rights;

22) restrictions on shares; and

23) shares that have been listed prior to the particular offer by the issuer (if applicable).

5. Key dates and subscription procedure

This section must include:

1) a timetable showing the expected dates of the offering; and

2) a description of the subscription procedure.

6. Summary of basic information

This section must include a summary of the following basic information:

1) a description of the issuer;

2) the issuer’s mission and overall strategy; and

3) the issuer’s key strengths and competitive advantages.

7. Summary of financial information

This section must include a summary of the following key financial information:

1) issuer’s operational performance;

2) financial condition;

3) cash flows; and

4) the issuer's key performance indicators.

8. Table of contents

This section must include the prospectus table of contents.

9. Terms and definitions

This section must include the terms and definitions used through the prospectus.

10. Risk factors

This section must include the following statement:

a) "Investment in the shares offered under this Prospectus involves high risks, and may only suit
investors capable of assessing the benefits and risks of this investment, and bear any losses may
result thereof".

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 b) This section must include information in relation to risk factors specific to:

1) the issuer;

2) the market and industry in which the issuer operates; and

3) the shares being offered.

11. Issuer’s background and business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the commercial
registration and, if different, the principal address of the issuer;

2) the date of incorporation of the issuer;

3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value
paid up, the nominal value and a description of the shares;

4) a description and organisation chart of the group showing the issuer’s position within that group
(if applicable);

5) the general nature of the business of the issuer and details of the main products sold or services
performed and an indication of any significant new products or activities;

6) if the issuer trades outside the Kingdom, a statement showing the location of such trading
operations must be provided. Where a material portion of the issuer's assets is outside the
Kingdom, the value and location of such assets and the value of the assets located in the
Kingdom must be specified;

7) information concerning the policy of the issuer on the research and development of new
products and production processes over the last financial year, where significant;

8) particulars of any interruption in the business of the issuer which may have or has had a
significant effect on the financial position in the last 12 months;

9) the number of people employed by the issuer and any material changes to that number, with a
breakdown of persons employed by main categories of activity and by Saudisation ratio; and

10) a statement that no material change in the nature of the business is contemplated or, if one is
contemplated, a detailed description of that change and its impact on the issuer’s business and
profitability.

12. Ownership and Organisational structure

This section must include the following information:

1. Ownership structure pre- and post-offering

2. Management:

a) the issuer’s organisational chart showing the directors structure, supervisory committees,
and the functions of senior executives;

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 b) the full names and description of the most significant professional and academic
qualifications and area of expertise and the date of appointment of all the directors or
proposed directors (showing whether the director is independent or executive or non-
executive), in addition to the senior executives and the secretary of the board; and

c) information about the issuer’s board committees, including the names of each committee
member and a summary of the terms of reference under which the committee operates.

13. Dividend policy

This section must include an explanation of the issuer’s dividend policy, as well as details on any
dividend payments made during the last year.

14. Use of proceeds and future projects

a) This section must include an estimate of the proceeds of the offer and the offer expenses and a
statement as to how such proceeds are intended to be used.

b) Where the proceeds are to be used to fund future projects, the nature of these projects should
be described and the following information included:

1) future projects' key milestones and timetable to execute those future projects; and

2) an estimate and breakdown of future projects costs, showing the stages in which such costs
will be incurred, in addition to details regarding the sources of financing.

15. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this Prospectus, there has not been any
interruption in the business of the issuer or any of its subsidiaries (if any) which may have or
has had a significant effect on the financial position in the last 12 months.

2) other than what has been mentioned on page [●] of this Prospectus, no commissions, discounts,
brokerages or other non-cash compensation have been granted within the last year preceding
the application for registration and offer of shares that are the subject of this prospectus in
connection with the issue or offer of any securities by the issuer or any of the issuer’s
subsidiaries (if applicable).

3) other than what has been mentioned on page [●] of this Prospectus, there has not been any
material adverse change in the financial and trading position of the issuer or any of its
subsidiaries (if any) in the last year preceding the application for registration and offer of shares.

4) other than what is mentioned on page [●] of this Prospectus, no director nor any of their relatives
have interest of any kind in the issuer or any of its subsidiaries (if any).

16. Information concerning the shares and terms and conditions of the offer

This section must include the following information:

1) a statement that application has been made to the Authority for registration and offer of shares
in the Parallel Market;

2) the type and total value of the offer including the number of shares being offered;

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 3) the offer price and the nominal value of each share;

4) the subscription method;

5) the offer period and conditions;

6) the method of allocation of the shares and refund of excess monies;

7) when and under what circumstances the offer may be suspended;

8) a description of the resolutions, and approvals by virtue of which the shares will be offered; and

9) details of any lock-up arrangement in place restricting the disposal of particular shares.

17. Price dilution

If the offer is a result of an increase in the issuer’s capital, this section must include information on
the price dilution effects and its impact on the shareholders.

18. Subscription declarations

This section must include information on the subscription declarations, allocation process, and the
Exchange details.

19. Procedures of Incomplete Offer

This section must include procedures to be taken by the issuer in case the offer is not completed.

20. Documents Available for Inspection

This section must include information in relation to the place at which the following documents
may be inspected and the period of time during which the inspection may take place (being not less
than 7 days before the end of the offer period):

1) the by-laws and other constitutional documents of the issuer;

2) any document or order granting permission to offer securities to the public;

3) all other reports, letters, documents, value estimates or statements prepared by any expert and
any part of which is extracted or referred to in the Prospectus; and

4) the audited annual financial statements of the issuer for the most recent financial year prior to
the date of publication of the prospectus, in addition to the most recent interim financial
statements.

21. External auditor’s report

The issuer’s audited annual financial statements for the last year preceding the date of the publishing
the Prospectus, in addition to the most recent interim financial statements (if any), must be enclosed.

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 ANNEX 26 (A)
CONTENT OF A REGISTRATION DOCUMENT

The registration document for direct listing in the Parallel Market shall contain the following as
minimum:

1. Cover page

This section must include the following information (where applicable):

1) the issuer's name;

2) the issuer’s incorporation date and commercial registration number;

3) capital and number of shares;

4) share class and rights;

5) substantial shareholders;

6) shares that have been listed (if any);

7) a statement that the issuer has submitted the application to the Authority, and all requirements
have been met; and

8) the following declaration:

“This prospectus includes information provided in compliance with the Rules on the Offer and
Continuing Obligations issued by Capital Market Authority of the Kingdom of Saudi Arabia
(the "Authority"). The directors, whose names appear in this document, collectively and
individually accept full responsibility for the accuracy of the information contained in this
prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts the omissions of which would make any statement
in the prospectus misleading. The Authority and the Exchange do not take any responsibility
for the contents of this prospectus, do not make any representation 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 document. Those wishing to buy listed shares under
this prospectus shall verify the information related to the shares being offered; and consult a
licensed financial advisor when facing any difficulty understanding the contents of this
document.”

2. Important notice

This section must include a notice which shows the purpose and the nature of information
mentioned in the registration document.

3. Corporate directory

This section must include the following:

1) issuer and its representatives’ contact information, including addresses, telephone numbers, e-
mail addresses, and the issuer’s website.

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 2) the contact information, including addresses, telephone numbers, and website and e-mail
addresses, for each of the parties listed below, and any other expert to whom a statement or
report included in the Prospectus and the registration document has been attributed:

a. the financial advisor;

b. the legal advisor (if any);

c. the external auditor; and

d. the capital market institution authorised to offer or sell the shares.

e. The capital market institution for the purpose of fulfilling the liquidity requirements for the
shares subject in the direct listing application (if any).

4. Summary

This section must include the following information (where applicable):

1) the issuer’s name, description and incorporation information;

2) the issuer’s activities;

3) substantial shareholders showing their ownership percentages and number of shares prelisting;

4) substantial shareholders who assigned the Capital Market Institution, under the Listing Rules,
to sell their shares at their discretion, the number of their shares and the percentage of their
ownership before listing and after applying the liquidity requirement fulfilment plan provided
to the Exchange pursuant to the Listing Rules

5) the capital of the issuer;

6) issuer’s total number of shares;

7) the nominal value per share;

8) the guiding share price upon listing;

9) the rights to dividends;

10) voting rights;

11) restrictions on shares; and

12) shares that have been listed (if any).

5. Summary of basic information

This section must include the following:

1) a description of the issuer;

2) the issuer’s mission and overall strategy; and

3) the issuer’s key strengths and competitive advantages.

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6. Summary of financial information

This section must include a summary of the following key financial information:

1) issuer’s operational performance;

2) financial condition;

3) cash flows; and

4) the issuer's key performance indicators.

7. Table of contents

This section must include the table of contents for the registration document.

8. Terms and definitions

This section must include the terms and definitions used through the registration document.

9. Risk factors

a) This section must include the following statement:

"Investment in the shares directly listed in the Parallel Market involves high risks, and may
only suit investors capable of assessing the benefits and risks of this investment, and bear any
losses may result thereof".

b) This section must include information in relation to risk factors specific to:

1) the issuer;

2) the market and industry in which the issuer operates; and

3) the shares being directly listed in the Parallel Market.

10. Issuer’s background and business nature

This section must include the following information:

1) the official name, commercial registration number and the address shown in the commercial
registration and, if different, the principal address of the issuer;

2) the date of incorporation of the issuer;

3) the authorised shares of the issuer, the number of shares issued or agreed to be issued, the value
paid up, the nominal value and a description of the shares;

4) a description and organisation chart of the group showing the issuer’s position within that group
(if applicable);

5) the general nature of the business of the issuer and details of the main products sold or services
performed and an indication of any significant new products or activities;

6) if the issuer trades outside the Kingdom, a statement showing the location of such trading
operations must be provided. Where a material portion of the issuer's assets is outside the

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 Kingdom, the value and location of such assets and the value of the assets located in the
Kingdom must be specified;

7) information concerning the policy of the issuer on the research and development of new
products and production processes over the last financial year, where significant;

8) particulars of any interruption in the business of the issuer which may have or has had a
significant effect on the financial position in the last 12 months;

9) the number of people employed by the issuer and any material changes to that number, with a
breakdown of persons employed by main categories of activity and by Saudisation ratio; and

10) a statement that no material change in the nature of the business is contemplated or, if one is
contemplated, a detailed description of that change and its impact on the issuer’s business and
profitability.

11. Ownership and Organisational structure

This section must include the following information:

1. Ownership structure in the issuer.

2. Management:

a) the issuer’s organisational chart showing the directors structure, supervisory committees,
and the functions of senior executives;

b) the full names and description of the most significant professional and academic
qualifications and area of expertise and the date of appointment of all the directors or
proposed directors (showing whether the director is independent or executive or non-
executive), in addition to the senior executives and the secretary of the board; and

c) information about the issuer’s board committees, including the names of each committee
member and a summary of the terms of reference under which the committee operates.

12. Dividend policy

This section must include an explanation of the issuer’s dividend policy, as well as details on any
dividend payments made during the last year.

13. Costs of direct listing

This section must include an estimation of the costs of direct listing in the Parallel Market.

14. Declarations

The directors of the issuer must make the following declarations:

1) other than what has been mentioned on page [●] of this document, there has not been any
interruption in the business of the issuer or any of its subsidiaries (if any) which may have or
has had a significant effect on the financial position in the last 12 months.

2) other than what has been mentioned on page [●] of this document, no commissions, discounts,
brokerages or other non-cash compensation have been granted within the last year preceding
the application for registration for the issuance and offer of shares that are the subject of this

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 prospectus in connection with the issue or offer of any securities by the issuer or any of the
issuer’s subsidiaries (if applicable).

3) other than what has been mentioned on page [●] of this document, there has not been any
material adverse change in the financial and trading position of the issuer or any of its
subsidiaries (if any) in the last year preceding the application for registration for the issuance
and offer of shares.

4) other than what is mentioned on page [●] of this document, no director nor any of their relatives
have interest of any kind in the issuer or any of its subsidiaries (if any).

15. Information concerning the shares and terms of direct listing

This section must include the following information:

1) a statement that application has been made to the Authority for the registration of shares in the
Parallel Market;

2) the guiding share price upon listing and the nominal value of each share;

3) when and under what circumstances the shares may be suspended;

4) a description of the resolutions, and approvals by virtue of which the shares will be listed; and

5) details of any lock-up arrangement in place restricting the disposal of particular shares.

16. Documents Available for Inspection

This section must include information in relation to the place at which the following documents
may be inspected and the period of time during which the inspection may take place (being not less
than 7 days before the end of the offer period):

1) the by-laws and other constitutional documents of the issuer;

2) any document or order granting permission to directly list shares in the Parallel Market;

3) all other reports, letters, documents or statements prepared by any expert and any part of which
is extracted or referred to in the registration document; and;

4) The mechanism by which the guiding price is determined.

5) the audited annual financial statements of the issuer for the most recent financial year prior to
the date of publication of the registration document, in addition to the most recent interim
financial statements.

17. External auditor’s report

The issuer’s audited annual financial statements for the last year preceding the date of the publishing
the registration document for direct listing of shares in the Parallel Market, in addition to the most
recent interim financial statements (if any), must be enclosed.

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 ANNEX 27
FORM OF FINANCIAL ADVISOR’S LETTER WITH REGARDS TO AN
APPLICATION FOR REGISTRATION AND OFFER ON THE PARALLEL
MARKET OR AN APPLICATION FOR REGISTRATION IN THE PARALLEL
MARKET

[To be provided on the Financial Advisor’s letterhead]

To: The Capital Market Authority

In our capacity acting as the financial advisor to [please insert the name of the issuer] (referred to
hereinafter as the "issuer") in respect of the issuer’s application for registration and offer of shares
[please provide details of the shares] in the Parallel Market or the issuer’s application for registration
in the Parallel Market, and in accordance with Article (76) of the Rules on the Offer of Securities and
Continuing Obligations, we [please insert the name of the financial advisor] confirm, to the best of our
knowledge, and through conducting due diligence and making enquiries from the issuer and its
directors, that the issuer has satisfied all conditions required for registration and offer of shares in the
Parallel Market or for the registration in the Parallel Market (use as applicable) and has satisfied all
other matters required by Capital Market Authority ("the Authority") as of the date of this letter.

[please insert the financial advisor name] further confirms that to the best of its knowledge and within
its capacity as financial advisor, provided to the Authority any information or clarifications in such form
and within such time limit as the Authority requires for the purpose of verifying whether [please insert
the financial advisor name] and the issuer have complied with the Capital Market Law and the Rules
on the Offer of Securities and Continuing Obligations.

In particular, [please insert the financial advisor name] confirms that:

1) It has provided all relevant services as per the Rules on the Offer of Securities and Continuing
Obligations with due care and skill.

2) It has taken reasonable steps to satisfy itself that the directors of the issuer understand the nature
and extent of their responsibilities under the Capital Market Law and its Implementing
Regulations;

3) It has come to a reasonable opinion, based on due enquiry and professional experience, that:

a) the issuer has satisfied all requirements relevant to the registration and offer in the Parallel
Market or for the registration in the Parallel Market (use as applicable), (including provisions
regarding the prospectus)/(including provisions regarding the shareholder circular)/
(including the registration document) [use as applicable];

b) the directors of the issuer have established adequate procedures, controls and systems which
enable the issuer to comply with the requirements of the Rules on the Offer of Securities and
Continuing Obligations, Capital Market Law and its Implementing Regulations; and

c) that all matters known to [please insert the financial advisor name] which should be taken
into account by the Authority when considering the application for registration and offer of
shares on the Parallel Market or the registration in the Parallel Market (use as applicable)
have been disclosed to the Authority.

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 d) that the scope of the financial due diligence report is proper for the purposes of the issuer’s
application for registration and offer of shares or the registration in the Parallel Market-if any-
[use as applicable].

[This Annex shall be submitted electronically through the automated system determined by the
Authority for this purpose and the offeror shall retain the original copies (or, where appropriate, certified
copies) for a period not less than ten years. In case of a lawsuit or claim (including any existing or
threatened action) or any existing investigation procedures relating to such documents, the offeror shall
retain such documents until the completion of such litigation, claim or investigation procedures.
Moreover, such documents must be submitted to the Authority upon request]

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 ANNEX 28
CONTENTS OF SHAREHOLDERS’ CIRCULAR FOR A CAPITAL INCREASE OF
A COMPANY THE SHARES OF WHICH ARE LISTED ON THE PARALLEL
MARKET BY DEBT CONVERSION

The shareholders’ circular submitted for registration and offering of shares for capital increase by debt
conversion of a company the shares of which are listed on the parallel market shall contain the following
information:

1. Cover page

This section must include the following information (as applicable):

1) a summary of the transaction, its reasons and details about the creditor.

2) the following declaration:

“This shareholders' circular contains information provided in compliance with the Rules on the
Offer of Securities and Continuing Obligations issued by Capital Market Authority of the
Kingdom of Saudi Arabia (the "Authority"). The directors, whose names appear in this circular,
collectively and individually accept full responsibility for the accuracy of the information
contained in this shareholders' circular and confirm, having made all reasonable enquiries, that
to the best of their knowledge and belief, there are no other facts the omissions of which would
make any statement herein misleading. The Authority and the Exchange do not take any
responsibility for the contents of this circular, do not make any representation 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 circular. A licensed financial advisor shall be
consulted when facing any difficulty understanding the contents of this circular.”

2. Description and structure of the transaction.

3. Risk factors related to the transaction.

4. Timeframe of the transaction.

5. Key accounting items of the issuer's audited financial statements.

6. Key accounting items for the pro-forma financial statements which reflect the issuer's
condition following the capital increase.

7. The origin of the current debt (to be converted into shares) and its assessments based on the
opinion of an expert or a certified assessor.

8. The material legal information which the Issuer’s shareholders should take into consideration
to make a well informed voting decision on the capital increase for the reason disclosed in the
circular.

9. Related parties to the transaction.

10. Any new proposed members of the board or the executive management in the issuer as a result
of the transaction;

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11. A statement from the directors of the issuer confirming that in the board's view the proposed
capital increase to acquire a company/ asset is in the best interests of the issuer and the
shareholders.

12. The issuer must refer to the place in the Kingdom where the following documents may be
reviewed and the timeframe during which such review may take place (provided that this
timeframe must not be less than 14 days prior to the extraordinary general assembly
meeting):

1) The documents and agreements related to the debt conversion;

2) The issuer’s pro-forma financial statements;

3) The valuation report;

4) The statement prepared and signed by the issuer’s board of directors and its auditor (who are
jointly liable on its correctness) on the origin of the debt and its value;

5) Any additional document required by the Authority.

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 ANNEX 29
CONTENTS OF SHAREHOLDERS’S CIRCULAR FOR A CAPITAL INCREASE OF
A COMPANY WHICH SHARES ARE LISTED ON THE PARALLEL MARKET TO
ACQUIRE A COMPANY OR PURCHASE AN ASSET

The shareholders’ circular submitted for registration and offering of shares for capital increase of a
company the shares of which are listed on the parallel market, to acquire a company or purchase an
asset, shall contain the following information:

1. Cover page

This section must include the following information:

1) a summary of the acquisition and purchasing transaction, purpose of the capital increase and
the identity of the target company/assets.

2) the following declaration:

“This shareholders' circular contains information provided in compliance with the requirements
of the Rules on the Offer of Securities and Continuing Obligations issued by Capital Market
Authority of the Kingdom of Saudi Arabia (the "Authority") The directors, whose names appear
in this circular, collectively and individually accept full responsibility for the accuracy of the
information contained in this shareholders' circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, there are no other facts the omissions
of which would make any statement in the circular misleading. The Authority and the Exchange
do not take any responsibility for the contents of this circular, do not make any representation
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 circular. A licensed financial advisor
shall be consulted when facing any difficulty understanding the contents of this circular.”

2. Description and structure of the transaction.

3. Risk factors related to the transaction.

4. Timeframe of the transaction.

5. Description of the targeted asset /company and the company's operations and industry.

6. Key accounting items of the issuer's audited financial statements.

7. Key accounting items of the audited financial statements (if any) for the targeted asset or
company (as applicable).

8. Key accounting items for the pro-forma financial statements which reflect the issuer's
condition following the capital increase.

9. Valuation of the asset or the company to be acquired;

10. The material legal information which the Issuer’s shareholders should take into consideration
to make a well informed voting decision on the capital increase for the reason disclosed in the
circular.

11. Related parties to the transaction;

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12. Any new proposed members of the board or the executive management in the issuer as a result
of the transaction;

13. A statement from the directors of the issuer confirming that in the board's view the proposed
capital increase to acquire a company/ asset is in the best interests of the issuer and the
shareholders.

14. The issuer shall indicate the place in the kingdom where the following documents can be
viewed and the timeframe for that (provided that this timeframe is no less 14 days prior to
the Extraordinary General Assembly meeting):

1) The documents and agreements related to the acquisition;

2) The issuer’s pro-forma financial statements, and the audited financial statements for the target
company/asset (if any).;

3) The valuation report;

4) Any additional document required by the Authority.

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 ANNEX 30
CLASS TESTS

This Annex sets out the following Class Tests:

1. The Assets test:

The assets test is calculated by dividing the total gross assets which are the subject of the
transaction by the total gross assets of the Listed Company, according to the latest reviewed
interim financial statements or audited annual financial statements, whichever is later.

2. The Profits test:

The profits test is calculated by dividing the net profits attributable to the assets which are the
subject of the transaction by the net profits of the Listed Company, according to the latest
reviewed interim financial statements or audited annual financial statements, whichever is later.

3. Revenues test:
The revenues test is calculated by dividing the gross revenues attributable to the assets which
are the subject of the transaction divided by the gross revenues of the Listed Company,
according to the latest reviewed interim financial statements or audited annual financial
statements, whichever is later.

4. Consideration test:
The consideration test is calculated by dividing the consideration (i.e. the amount paid to the
contracting party in the transaction) by the total market capitalisation of the Listed Company
(excluding treasury shares). The total market capitalisation is the average closing price of the
Listed Company’s securities as listed on the Exchange for the five business days preceding the
date of signing the final agreement or announcing the transaction.

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