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he Arab Sea Information Systems Company announces that it has signed an agreement to acquire a real estate asset in the city of Riyadh owned by the Chairman of the Board of Directors, Mr. / Mohammed bin Saleh Al-Suhaibani, by increasing the capital through the acquisition of the real estate asset in return for the issuance of shares to Mr. / Mohammed bin Saleh Al-Suhaibani.

Element ListExplanation
Introduction With reference to the announcement of the Arab Sea Information Systems Company (the “Company”) on the Tadawul website on Sha’ban 10, 1443 AH corresponding to March 13, 2022 AD. With regard to the Arab Sea Information Systems Company signing a non-binding memorandum with Mr. Muhammad bin Saleh Al-Suhaibani (Related Party) (the “Seller”) for the purpose of the company’s acquisition of a real estate asset owned by him in return for the issuance of shares to the seller (the owner of the real estate asset) in the company, this is for the purpose of using part of the real estate asset as the company’s headquarters. The real estate asset is located in Al-Sahafa District, north of Riyadh, plot No. 2292 of Plan No. 1863/AB, and the real estate asset consists of 23 floors (the “real estate asset”).

Arab Sea Information Systems Company announces that on Sunday 08/02/1444H (corresponding to 04/09/2022AD)The sale and purchase agreement (the “Agreement”) was signed to acquire a real estate asset with a Chairman of the Board of Directors, Mr. Mohammed bin Saleh Al-Suhaibani, with the aim of the company acquiring the entire ownership of the real estate asset for the purpose of using part of it to be the company’s headquarters by increasing the company’s capital and issuing shares in return for the benefit of The seller at the value of the real estate asset to be acquired.

Date of Signing the Agreement 2022-09-04 Corresponding to 1444-02-08
Name of (the Acquired Company)/(Asset to be Purchased) The real estate asset to be purchased is an asset located in Al Sahafa District, north of Riyadh, plot No. 2292 of Plan No. 1863/AB. The real estate asset consists of 23 floors.
Value of (The Company to be Acquired)/(The Asset to be Purchased) (52,500,000) Fifty-Two Million Five Hundred Thousand Saudi Riyals (including real estate tax)
Value of the listed company The company's market value as of September 1, 2022 AD (890,000,000)
Capital before Increase The capital of the company before the capital increase is (100,000,00) one hundred million Saudi Riyals.
Number of Shares before Increase 10000000
Value of capital increase The capital increase is (4,375,000) four million three hundred seventy-five thousand Saudi Riyals.
Capital Increase Percentage (%) 4.375 %
Capital After Increase After the increase, the company's capital will amount to (104,375,000) One hundred and four million three hundred and seventy-five thousand Saudi Riyals.
Number of Shares After Increase 10437500
Share Exchange Equation (Ratio) Not Applied
Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon After the completion of the acquisition process, the ownership percentage of the existing shareholders will decrease from (85.999%) to (82,394%), which will affect its voting rights.
Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) 100 %
Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) 17.606 %
Additional Information or Substantial Conditions All parties agreed that the issue price would be calculated at (120 Saudi Riyals per share).
Related Parties This acquisition transaction involves the presence of related parties from the members of the company’s board of directors, as the chairman of the board, Mr. Mohammed bin Saleh Al-Suhaibani, has an interest in the acquisition deal, given that he is the chairman of the company’s board of directors and the property is wholly owned by him, as well as the company’s CEO and member of the board of directors, Mr. / Haitham bin Muhammad Salih Al-Suhaibani, considering that he is the son of the seller. Noting that all related parties will abstain from voting on the decision to acquire the real estate asset.
The expiry date of the agreement The expiry date of the agreement is when the preconditions in the real estate sale and purchase agreement are fulfilled, which must be at or before 365 days after the effective date (the date of signing the real estate sale and purchase agreement).
Agreement Termination Terms Both parties have the right to terminate the agreement before its expiration in the case of:

1- Violation by either party of its obligations without correcting the violation within 30 days from the date on which it was notified by the other party that the violation must be corrected.

2- The information and documents mentioned in the agreement are incorrect.

3- A lawsuit, an ongoing investigation by any government agency, a change in existing legislation, or any measure that prevents the implementation of the Agreement or makes it illegal.

Approvals 1- Obtaining the approval of the Capital Market Authority regarding the acquisition transaction and circulating the shareholders.

2- Obtaining the approval of the Stock Exchange (Tadawul) for the listing of the new shares resulting from the capital increase.

3- Obtaining the approval of the company's Extraordinary General Assembly, in accordance with the provisions of the Companies Law and the rules for offering securities and continuing commitments.

4- Obtaining the necessary approvals in connection with the acquisition deal from the Ministry of Commerce.

5- Obtaining any other necessary approvals related to the acquisition transaction

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

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