Taiba Holding Company announces the latest developments on the signing of two agreements for the purchase of minority shareholders in Al-Aqeeq Company for Real Estate Development and the majority of minority shareholders in the Arab Company for Tourist Areas (Arak)

Further to the announcement of Taiba Holding Company on the Tadawul website dated October 14, 2017 (2017/09) regarding the signing of two agreements for the purchase of minority shareholders in Al-Aqeeq Real Estate Development Company (Al-Aqeeq Company) and the majority of minority shareholders in Arab Company for Touristic Areas (Arak), Taiba would like to announce that it has signed an agreement for the purchase of new conditional shares dated 1439/04 / 08H (corresponding to 2017/12/26 AD) (the additional agreement) with a number of other shareholders of Arak The end of this announcement), which represents 0.326% of the capital of Arak, in exchange for the issuance of new shares in the company For each of the minority shareholders in Arak by increasing the capital of Taiba. It is worth mentioning that the additional agreement is part of the two acquisitions that were announced on Tadawul website on 14/03/2016 (corresponding to 2017/09/26) regarding the acquisition by a medical company of all the minority shareholders in Al-Aqeeq Company and the majority of minority shareholders in Al- Seek, as the purpose of signing the additional agreement is the acquisition of Tiba by additional shares of minority shareholders in Arak. It is worth noting that Taiba currently owns 91.89% of the shares in Al-Aqiq and 86.87% of Arak. Taiba will own the shares in Al-Aqiq and will own 99.53% of Arak after completion of the acquisition of all Minority Shareholders In Al-Aqeeq Company and the majority of minority shareholders in Arak (the two acquisitions). Al-Aqeeq and Arak have been evaluated using various valuation methods that are based on discounted cash flows and similar companies’ remittances. The fair market value of Al-Aqeeq is SR 3,150,000,000 and the fair market value of Arak is 725,000,000 And twenty five million Saudi riyals. Accordingly, the value of the shares to be acquired in Al-Aqiq Company is SAR 255,234,000, and the value of the shares to be acquired by Arak is 109,204,129 million, nine million, And twenty nine Saudi riyals. It was agreed that the value of each of the shares to be issued by Taiba to the shareholders of Al-Aqeeq and Arak is SR 34.85 (SR 34.85) with a 0.60 share swap in Taiba for each share in Al-Aqeeq Company and Mubadala exchanged $ 0.50 in Taiba for each share in Arak. Accordingly, Taiba will increase its capital from SR 1,500,000,000 billion to SR 1,604,574,830 billion, four million, five hundred and seventy-four thousand eight hundred and thirty Saudi riyals by issuing 10,457,483 ten million four hundred and eighty- New shares to be issued to shareholders of Agate and Arak companies. The Additional Agreement shall include the same terms and conditions of the agreements already announced on the Tadawul website dated 1439/01/06 (corresponding to 2017/9/26 AD). The two acquisition agreements are part of the transformation, restructuring and capacity building of Taiba as set forth in the previous announcement on Tadawul website dated 1438/05/04 AH (2017/02/01). The acquisition is expected to have a positive financial impact on Taiba and its profitability as Taiba will own 100% of Al Aqeeq and 99.53% of Arak. It should also be noted that the two acquisitions are related to related parties, as set out in the previous announcement on Tadawul website dated 1439/01/06 (corresponding to 2017/09/26 AD). The names of the shareholders who are sold under the Additional Agreement and their percentage of ownership in Tiba before and after the acquisition (as per the Appendix).