Earlier today, 05 Rabi AlAwwal 1446H (corresponding to 08 September 2024G), the Company announced the details of each element of the capital optimisation plan on the Saudi Exchange. For more information on each element of the capital optimization plan, kindly refer to the Company’s previous announcements.

The elements of the capital optimisation plan are summarized as follows:

1. Bank Debt Restructuring: The Company signed a non-binding term sheet on 04 Rabi AlAwwal 1446H (corresponding to 07 September 2024G) to reschedule its financing agreements with Alinma Bank, Saudi Awwal Bank, Banque Saudi Fransi and The Saudi National Bank (together, the “Banks”), to reschedule all amounts due to the Banks from the Company, currently standing at approximately SAR (3,471) million, under one new common terms agreement, As part of the rescheduling, a new credit facility would be made available to the Company by the Banks to, with total commitment of approximately SAR (301.4) million.

2. New Shareholder Loan: The Company signed a non-binding term sheet on 04 Rabi AlAwwal 1446H (corresponding to 07 September 2024G) with the Public Investment Fund (the “PIF”) in relation to a potential shareholder loan of up to SAR )1,000( million.

3. Capital Decrease: The Company’s Board issued its resolution on 05 Rabi AlAwwal 1446H (corresponding to 08 September 2024G) recommending the decrease of the Company’s capital for SAR 5,631,161,650, through cancelling 563,116,165 shares of the Company’s shares, representing 49.69% of the Company’s capital, to extinguish the accumulated losses amounting to as of 30 June 2024.

4. Debt Conversion: The Company’s Board issued its resolution on 04 Rabi AlAwwal 1446H (corresponding to 07 September 2024G) recommending the increase of the Company’s capital through converting the debt of the PIF, which totals SAR (3,972,415,091), to ordinary new shares, which represents the amounts due by the Company to the PIF under: (a) the shareholder loan agreement with the PIF dated 28 Rajab 1444H (corresponding to 19 February 2023G), and (b) the debt recently novated from the Ministry of Finance to the PIF on 02 Rabi AlAwwal 1446H (corresponding to 05 September 2024G). The Company also entered the related conversion agreement with the PIF on 04 Rabi AlAwwal 1446H (corresponding to 07 September 2024G.

The capital decrease and capital increase through debt conversion are subject to regulatory approvals, as well as the approval of the Extraordinary General Assembly. The term sheets with the Banks and the PIF are both non-binding and subject to the agreement on the final binding agreements. The Company will announce material developments as they occur.

The Company appointed SNB Capital Company as financial advisor for its capital decrease and debt conversion, and Khoshaim & Associates is serving as legal advisors in relation to all aspects of the Capital Optimisation Plan.

The Company included all relevant details of all of the elements of the plan in its previous announcements made today 05 Rabi AlAwwal 1446H (corresponding to 08 September 2024G) that are available on the Saudi Exchange website.