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

Taiba Holding Company (Taiba) announces the signing of a conditional share purchase agreement on 14/01/06 / 2016H with the minority shareholders in Al-Aqeeq Real Estate Development Company (Al-Aqeeq Company) (listed at the end of this announcement) Of the shares in Al-Aqeeq Company, as well as the signing of a conditional share purchase agreement dated 1439/01 / 06H corresponding to 2017/09/26 with the minority shareholders in the Arab Company for Tourist Zones (Arak) (Arak Company) The purchase of 12.31% of the shares in Arak in exchange for the issuance of new shares in the company of each of the shareholders of the minority shareholders in the two companies Through the increase of the capital of the company. Taiba owns 91.89% of the shares in Al-Aqiq and 86.87% of Arak. It will own all shares in Al-Aqiq and will own 99.20% of Arak after completion of the two deals. For the purpose of the acquisition, Al-Aqeeq and Arak were assessed using various valuation techniques that are based on discounted cash flows and similar companies’ remittances. The fair market value of Al-Aqiq Company is SR 3,150,000,000 (SR 3,150 million) Arak is (725.000.000) seven hundred and twenty five million Saudi riyals. Accordingly, the value of the shares to be acquired by Al-Aqiq Company is SR 255,234,000 (two hundred and fifty-five million two hundred and thirty four thousand Saudi Riyals). The value of the shares to be acquired by Arak is 106.387.177 million, six million three hundred And eighty seven thousand seven hundred and seventy seven 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 SR1,500,000,000 to SR1,603,766,510 to SAR1,603,766,510 to SAR1,603,766,510 (150,000,000 shares to 160,376,651 shares) With a capital increase of 6.92% through the issuance of 10.376.651 ten million three hundred and seventy six thousand six hundred and fifty five shares to be issued in favor of the selling shareholders of Al Aqeeq and Arak companies. Taiba’s capital increase for the acquisition of Al-Aqeeq and Arak will result in lower ownership of the majority of Taiba’s existing shareholders and increase ownership of some of Taiba’s shareholders. The share purchase agreements include the right of Tiba to terminate the agreement if any of the representations of the shareholders of Agate and Araco are incorrect or if they fail to comply with any of the undertakings set forth in the agreement or if the conditions are not met. The share purchase agreements are subject to a number of terms and conditions, including the obtaining of all necessary regulatory and legal approvals from the relevant authorities including the approval of the Capital Market Authority and the approval of the Extraordinary General Assembly of Taiba to increase the capital and the acquisition agreements. The agreements also stipulate that if the transfer of the ownership of the shares to Taiba is not completed by the end of the fiscal year 2017, Taiba may request the return of the financial valuation of Al-Aqeeq and Arak. The acquisition agreements are part of the transformation and restructuring plan and capacity building of Taibah Company for the period from 2017 to 2021, previously announced on Tadawul website on 01/02/2017 through the acquisition of shares owned by minority shareholders in Al-Aqeeq Company and most shares Arak’s minority shareholders in line with the strategic and future directions of the vision of the Kingdom of Saudi Arabia 2030 on the one hand and to meet the conditions of the local and global market and the market is witnessing changes and challenges on the other hand as this plan aims to turn Taiba Holding of a multi-purpose, The two acquisitions are expected to have a positive financial impact on Taiba and its profitability as Taiba will increase ownership of Al-Aqeeq and Arak. It should be noted that the two deals are related to related parties as the share purchase agreements were concluded between Taiba and its related subsidiaries, and since some of the board members of Taiba have an interest in the two deals as members of the Board of Directors of Taiba, Mr. Waleed Mohammed Al-Issa, Mr. Turki Nawaf Al-Sudairy, Mr. Ghassan Yasser Shalabi and Mr. Fahad Mohammed Al-Fawaz (Board Member of Taiba and Al-Akeq). Taiba has also appointed Al Ahli Capital (NCB Capital) as financial advisor, Abu Hameed, Al Shaikh and Al-Shaqbani, in collaboration with Clifford Chance as legal counsel in relation to the acquisition. The company will announce any significant developments with respect to the two acquisition transactions in a timely manner. Names of the shareholders of Arak and Al-Aqeeq Company and their ownership in Tiba before and after the transaction (according to the attached)