RIGHTS ISSUE PROSPECTUS Arabia Insurance Cooperative Company A Saudi joint stock company, established in accordance with the Royal Decree No. M/23, dated 15/03/1428H (corresponding to 03/04/2007G) and the Ministerial Resolution No. 93, dated 14/03/1428H (corresponding to 02/04/2007G), with Commer- cial Registration No. 1010243302, dated 18/11/1429H (corresponding to 27/01/2008G). Offering of 20,000,000 shares through a rights issue at a total nominal value of SAR 200,000,000 per Share, representing an increase of 100% of the Company’s current Share Capital. The Company’s Share Capital will become SAR 400,000,000. First Offering Period: From Tuesday 25/06/1436H (corresponding to Right holders whether Registered Shareholders or purchasers of Rights dur- 14/04/2015G) to Thursday 04/07/1436H (corresponding to 23/04/2015G) ing the Trading Period (referred to collectively as “Eligible Persons”, and each an “Eligible Person”), may exercise their Rights to subscribe. The Rights may Second Offering Period: From Sundy 07/07/1436H (corresponding to not be traded during this period. 26/04/2015G) to Tuesday 09/07/1436H (corresponding to 28/04/2015G) Subscription Application Forms may be submitted during both the First Offer- Arabia Insurance Cooperative Company (“Arabia Insurance” or the “Company”) ing Period and Second Offering Period at any of the branches of the Receiving is a Saudi joint stock company established in accordance with Royal Decree Agents (the “Receiving Agents”) listed in pages (x) of this Prospectus. In the event No. M/23, dated 15/03/1428H (corresponding to 03/04/2007G) and the Ministe- that any Shares remain unsubscribed for after the First Offering Period and the rial Resolution No. 93, dated 14/03/1428H (corresponding to 02/04/2007G) with Second Offering Period (the “Rump Shares”), they will be offered to a number of Commercial Registration No. 1010243302, dated 18/11/1429H (corresponding institutional investors (referred to as “Institutional Investors”), provided that such to 27/01/2008G) issued from Riyadh, Saudi Arabia. The current Share Capital of Institutional Investors submit offers to purchase the Remaining Shares. Receipt the Company is SAR 200,000,000 consisting of 20,000,000 Ordinary Shares (“the of such offers will start at 10:00 AM on Sunday 14/07/1436H (corresponding to Shares”) with a nominal value of SAR 10 each (the “Existing Shares” with each is 03/05/2015G), until the following day at 10:00 AM on 15/07/1436H (corresponding an “Existing Share”). As at the date of this Prospectus (the “Prospectus”), the major to 04/05/2015G). This offering will be referred to as the (“Rump Offering”). The shareholders of the Company (who owns 5% or more of the Company shares) are: Rump Shares will be allocated to Institutional Investors in order of the price of the Arabia Holding (a Holding company) (a Lebanese Joint Stock Company), which the offers with the highest first until all of the Rump Shares have been allocated is a holding company registered in Beirut, Lebanon, owns 19.2% of the Company (providing that such a price shall not be less than the Offer Price), with the Rump shares, Jordan Insurance Company PLC, a Jordanian joint stock company that Shares being proportionally divided among Institutional Investors that tendered owns 12.2% of the Company shares, and the Arab Supply and Trading Company, a offers at the same price. Fractional Shares will be added to the Rump Shares Saudi limited liability company that owns 5.0% of the Company shares. and treated in the same manner. All proceeds resulting from the sale of the Rump Shares shall be distributed to the Company and any proceeds in excess of the The Board of Directors recommended in on 02/11/1435H (corresponding to paid Offer Price shall be distributed to the Eligible Persons no later than Thursday 28/08//2014G) to increase the Company’s Share Capital from SAR 200,000,000 25/07/1436H (corresponding to 14/05/2015G). to SAR 400,000,000 after obtaining the necessary regulatory approvals. The Com- pany’s Extraordinary General Meeting held on Tuesday 18/06/1436H (correspond- In the event that any Rump Shares are not purchased by the Institutional Inves- ing to 07/04/2015G), has approved the Board of Director’s recommendation to tors, such shares will be allocated to the Underwriter, who will purchase the same increase the Share Capital to meet the financial solvency requirements. at the Offer Price (please see “Subscription Terms and Conditions” section, page 176 and section “Underwriting”, page 171). After the completion of the Offering, the The rights issue (the “Offering”) consists of the issuance of 20,000,000 Ordinary Company’s Share Capital will become SAR 400,000,000 (divided into 40,000,000 New Shares (the “New Shares” or “Offer Shares”) at an Offer Price of SAR 10 per Shares). The net proceeds of the Offering will be mainly utilized to meet company’s share to increase the Company’s Share Capital from SAR 200,000,000 Ordinary financial solvency requirements (Please see “Use of Proceeds” section, page 148). Shares to 40,000,000 Ordinary Shares, representing an increase of 100% of the The final allocation will be announced on Wednesday 17/07/1436H (corresponding current Share Capital. to 06/05/2015G) at the latest (“Allocation Date”) (Please see “Subscription Terms The Rights will be issued as tradable securities (referred to collectively as the and Conditions” section, Page 176). “Rights” and each a “Right”) to Qualifying (Eligible) Shareholders registered in the The Company has only one class of Shares and no shareholder will have any Company’s Shareholders Register as at the close of trading on the date of the preferential voting rights. The New Shares will be fully paid and rank identically EGM being Tuesday 18/06/1436H (corresponding to 07/04/2015G), (the “Eligibility with the existing Shares. Each Share entitles its holder to one vote and each share- Date”). Each Shareholder is referred to as (“Registered Shareholder”) and collec- holder (“the Shareholder”) with at least twenty (20) Shares has the right to attend tively as (“Registered Shareholders”), provided that such Rights are deposited in and vote at the general assembly meetings (each a “General Assembly Meeting”) the Registered Shareholders› accounts within two (2) days of the Eligibility Date in of the Company. The New Shares will be entitled to receive their portion of any the ratio of one (1) Right for every one share held as of the Eligibility Date. Each dividends declared by the Company, if any, after they are issued and in respect of Right grants its holder the eligibility to subscribe for one New Share at the Offer subsequent financial years (Please see “Dividend Policy” section, page 147 and Price. “Risk Factors - Dividends” section, page 16). Registered Shareholders and other investors (institutional and individuals) may The Company listed 20,000,000 shares on 26/01/1429H (corresponding to trade the Rights on the Saudi Stock Exchange (“Tadawul” or the “Exchange”) dur- 04/02/2008G) on Tadawul. The founding shareholders subscribed for 60% of the ing the period from Tuesday 25/06/1436H (corresponding to 14/04/2015G), until Company’s Share Capital while the remaining 40% had been offered to the Public the close of trading on Thursday 04/07/1436H (corresponding to 23/04/2015G), through an IPO. (the “Trading Period”). Currently, the Company’s existing Shares are traded on Tadawul. The Company The subscription for the New Shares will be in two phases: has made an application to the Capital Market Authority in the Kingdom of Saudi (a) First Offering Period (Phase 1): From Tuesday 25/06/1436H (corresponding to Arabia for the admission and listing of the New Shares and this Prospectus has 14/04/2015G), until the end of the day on Thursday 04/07/1436H (correspond- been approved. All requirements to carry out this issuance have been fulfilled and ing to 23/04/2015G), (the “First Offering Period”), during which only Registered all necessary regulatory approvals have been obtained. Trading in the New Shares Shareholders may exercise their Rights to subscribe (in whole or in part) for is expected to commence on the Exchange soon after the final allocation of the the New Shares up to the number of Rights deposited in their accounts after New Shares (see Section “Key Dates for Subscribers”). Following the commence- the EGM. The subscription for the New Shares will be approved, subject to ment of trading in the Shares, Saudi nationals and residents, GCC nationals, Saudi the number of Rights available in the relevant account at the end of the Trad- companies, banks and funds, GCC companies and establishments, foreign inves- ing Period. The First Offering Period coincides with the Trading Period during tors from outside the Kingdom (through swap agreements) will be allowed to trade which Registered Shareholders and other investors (institutional and individu- in the Shares. This Prospectus should be read in full and the “Important Notice” als) may trade in the Rights. and “Risk Factors” sections of this Prospectus should be analysed carefully by all (b) Second Offering Period (Phase 2): From Sunday 07/07/1436H (correspond- eligible investors prior to making a decision to invest in the New Shares offered ing to 26/04/2015G), until the end of the day on Tuesday 09/07/1436H (cor- hereby. responding to 28/04/2015G), (the “Second Offering Period”), during which all Financial Advisor, Lead Manager and Lead Underwriter Receiving Agents This Prospectus includes information given in compliance with the Listing Rules (the “Listing Rules”) issued by the CMA in the Kingdom of Saudi Arabia. The Directors, whose names appear on page (viii) jointly and severally 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 CMA and Tadawul take no responsibility for the contents of this Prospectus, 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 document. This unofficial English language translation of the official Arabic language Prospectus is provided for information purposes only. The Arabic language Prospectus published on the CMA’s website (www.cma.org.sa) remains the only official, legally binding version and shall prevail in the event of any conflict between the two texts. This Prospectus is dated 18/06/1436H (corresponding to 07/04/2015G). Important Notice This Prospectus provides details of information relating to the Arabia Insurance Cooperative Company and the offered New Shares. When applying for the New Shares, Subscribers will be treated as applying solely on the basis of the information contained in this Prospectus, copies of which are available for collection from the Company, lead manager and Receiving Agents or by visiting the Company’s website (www.aicc.com.sa), website of Aljazira Capital Markets Company (www.aljaziracapital.com.sa) or the Capital Market Authority’s website: (www.cma.org.sa) or The Company has appointed Aljazira Capital Markets Company (“Aljazira Capital”) to act as the Financial Advisor, Lead Manager and Underwriter in relation to the Offering of the Offer Shares referred to herein. This Prospectus includes information given in compliance with the Listing Rules issued by the Capital Market Authority (“CMA”) under resolution No 3-11-2014 on 20/08/1425H (corresponding to 04/10/2004G), revised by the CMA’s Board resolution No. 1-36-2012 on 11/01/1434H (corresponding to 25/11/2012G) (“Listing Rules”). The Directors, whose names appear on page (v), 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. Neither CMA nor 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. While the Company has made all reasonable enquiries as to the accuracy of the information contained in this Prospectus as at the date hereof, substantial portions of the market and industry information herein are derived from external sources, and while none of the Company, its Directors, Founding Shareholders, Financial Advisor, or the Company’s advisors, whose names appear on page (viii) of this Prospectus (the “Advisors”), have any reason to believe that any of the market and industry information is materially inaccurate, such information has not been independently verified, and no representation is made with respect to the accuracy or completeness of any of this information. The information contained in this Prospectus as at the date hereof is subject to change. In particular, the actual financial condition of the Company and the value of the Offer Shares may be adversely affected by future developments in inflation, interest rates, taxation or other economic and political factors, over which the Company has no control. Neither the delivery of this Prospectus nor any oral, written or printed interaction in relation to the Offering is intended to be, nor should be construed as or relied upon in any way as, a promise or representation as to future earnings, results or events. The Prospectus is not to be regarded as a recommendation on the part of the Company or any of its Advisors to participate in the Offering. Moreover, information provided in this Prospectus is of a general nature and has been prepared without taking into account individual investment objectives, financial situation or particular investment needs. Prior to making an investment decision, each recipient of this Prospectus is responsible for obtaining independent professional advice in relation to the Offering and must rely on their own examination of the Company and the appropriateness of both the investment opportunity and the information herein with regard to the recipient’s individual objectives, financial situation and needs. The Offering is directed at the Registered Shareholders and other investors (institutional and individuals) during the period from Tuesday 25/06/1436H (corresponding to 14/04/2015G), until the end of trading on the day of Thursday 04/07/1436H (corresponding to 23/04/2015G) provided that the subscription in the New Shares shall be carried out through two phases: a) First Offering Period (Phase 1): From Tuesday 25/06/1436H (corresponding to 14/04/2015G), until the end of the day on Thursday 04/07/1436H (corresponding to 23/04/2015G), (the “First Offering Period”), during which only Registered Shareholders may exercise their Rights to subscribe (in whole or in part) for the New Shares up to the number of Rights deposited in their accounts after the EGM. The subscription for the New Shares will be approved, subject to the number of Rights available in the relevant account at the end of the Trading Period. The First Offering period coincides with the Trading Period during which Registered Shareholders and other investors (institutional and individuals) may trade in the Rights. b) Second Offering Period (Phase 2): From Sunday 07/07/1436H (corresponding to 26/04/2015G), until the end of the day on Tuesday 09/07/1436H (corresponding to 28/04/2015G), (the “Second Offering Period”), during which all Rights’ holders whether Registered Shareholders or purchasers of Rights during the Trading Period (referred to collectively as “Eligible Persons”, and each an “Eligible Person”), may exercise their Rights to subscribe. No trading of Rights shall take place in this period. In the event that any Shares remain unsubscribed for after the First Offering Period and the Second Offering Period (the “Remaining Shares”), they will be offered to a number of institutional investors (referred to as “Institutional Investors”), provided that such Institutional Investors submit offers to purchase the Remaining Shares. Receipt of such offers will start at 10:00 AM on Sunday 14/07/1436H (corresponding to 03/05/2015G), until the following ii day at 10:00 AM on 15/07/1436H (corresponding to 04/05/2015G). This offering will be referred to as the “Rump Offering”. The Rump Shares will be allocated to Institutional Investors in order of the price of the offers with the highest first until all of the Rump Shares have been allocated, with the Rump Shares being proportionally divided among Institutional Investors that tendered offers at the same price. Fractional Shares (the “Fractional Shares”) will be added to the Rump Shares and treated in the same manner. All proceeds resulting from the sale of the Rump Shares and the Fractional Shares up to the paid Offer Price shall be distributed to the Company and any proceeds in excess of the paid Offer Price shall be distributed to the Eligible Persons no later than Thursday 25/07/1436H (corresponding to 14/05/2015G). The rights issue under this Prospectus depends on the approval of the Shareholders. A call for convening of an Extraordinary General Assembly of Shareholders on Tuesday 18/06/1436H (corresponding 07/04/2015G) has been published to approve the rights issue. Shareholders shall note that if they do not approve the rights issue of the shares, the rights issue will stop automatically, and at that time this Prospectus will be considered null and shareholders will be notified accordingly. Industry and Market Data In this Prospectus, information and data regarding Saudi economy and insurance industry have been obtained from different sources believed to be reliable. The Company has exerted reasonable efforts to verify correctness of such information. While neither the Company nor its Directors have a reason to believe that any of the market and industry information is materially inaccurate, such information has not been independently verified and no representation is made with respect to the accuracy or completeness of any of this information. The referenced sources include the Saudi Insurance Market Survey Report 2013G issued by the Saudi Arabian Monetary Agency (SAMA) and Swiss Reinsurance Company (Swiss Re) report on the insurance sector 2013G. The Company declares that information included in this Prospectus are the latest as at the Date of this prospectus. Saudi Arabian Monetary Agency Maathar Street - Riyadh P.O. Box 2992, Riyadh 11169 Saudi Arabia Tel: +966 11 4633000 Fax: +966 11 4663966 Website: www.sama.gov.sa SAMA, the central bank of the Kingdom of Saudi Arabia, was established in 1372H (1952G). The main Functions of SAMA include: —  Issuing the national currency, the Saudi Riyal; —  Acting as a banker to the government; —  Managing the Kingdom’s foreign currency reserves; —  Conducting monetary policy to promote price and exchange rate stability; —  Promoting growth and ensuring the soundness of the financial system. —  Supervising commercial banks and insurance companies. The information and delay included in this Prospectus with regard to insurance sector includes data extracted from the insurance market report 2013G issued from SAMA. The information obtained from SAMA and used in this Prospectus relating to the Saudi National Economy is publicly available and obtainable from internet; therefore, no consent has been obtained to use such information. Swiss Reinsurance Company (Swiss Re) An international pioneer company in reinsurance founded in 1863 in Zurich, Switzerland with operations in more than 25 countries around the world. Swiss Re issues reports on insurance sector all over the world and these reports are available for public in its website. The information obtained from Swiss Re is publicly available and obtainable from internet therefore no consent has been pursued to use such information. Financial Information The audited financial statements for fiscal years 2011G, 2012G and 2013G as well as the notes thereto, in addition to the interim financial statements for the periods ended 30 September 2013G and 2014G as well as the notes thereto have been prepared in conformity with the standards issued by the International Financial Reporting Standards (IFRS) and audited in accordance with the standards issued by the Saudi Organization for Certified Public Accountants (“SOCPA”). The Company ascertains that there is no material difference or financial impact on the financial statements as a result of preparing them based on IFRS. Audit of financial statements has been iii conducted by Deloitte & Touche Bakr Abulkhair & Co. and Al Bassam Certified Accountants & Advisors for the years 2011G and Deloitte & Touche Bakr Abulkhair & Co. and Al Bassam Certified Accountants & Advisors for the years 2012G, and by Ernst & Young and Al Bassam Certified Accountants & Advisors for the year 2013G. The Company publishes its financial statements in Saudi Arabian Riyals (“SAR”). We Used the Exchange rate of Lebanese Lira 1 = Saudi Riyal 0.0024 and the exchange rate of Jordanian Dinar 1 = Saudi Riyal 5.2816 for the purpose of converting all amounts in Lebanese Lira and amounts in Jordanian Dinar to amounts estimated in Saudi Riyals in this Prospectus, (according to the Bulletin of foreign currency exchange rates against the Saudi Riyal for the month of Rabii Al Awal 1436H issued by the Saudi Arabian Monetary Agency). Forecasts and Forward Looking Statements Forecasts set forth in this Prospectus have been prepared on the basis of certain stated assumptions. These forecasts are related to the Company’s business plan for the years 2014G-2018G and have been prepared by the Company’s Senior Management and approved by SAMA. Future operating conditions may differ from the assumptions used and consequently no representation or warranty is made with respect to the accuracy or completeness of any of these forecasts. The Company confirms that the statements made in this Prospectus are based on due care. Certain statements in this Prospectus constitute “forward-looking-statements”. Such statements can generally be identified by their use of forward-looking words such as “plans”, “estimates”, “believes”, “expects”, “may”, “will”, “should”, or “are expected”, “would be”, “anticipates” or the negative or other variation of such terms or comparable terminology. These forward-looking statements reflect the current views of the Company and its management with respect to future events, and are not a guarantee of future performance. Many factors could cause the actual results, performance or achievements of the Company to be significantly different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Some of the risks and factors that could have such an effect are described in more detail in other sections of this Prospectus (please refer to “Risk Factors” section, page 5). Should any one or more of the risks or uncertainties materialize or any underlying assumptions prove to be inaccurate or incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated, planned or expected. Subject to the requirements of the Listing Rules, the Company must submit a supplementary Prospectus to the CMA if at any time after the Prospectus has been published and before the admission of the New Shares to listing, the Company becomes aware that: (1) there has been a significant change in material matters contained in the Prospectus or any document required by the Listing Rules, or (2) additional significant matters have become known which would have been required to be included in the Prospectus. Except in the aforementioned circumstances, the Company does not intend to update or otherwise revise any industry or market information or forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus might not occur in the way the Company expects, or at all. Prospective investors should consider all forward-looking statements in light of these explanations and should not place undue reliance on forward-looking statements. iv p G G G G G G G G G G hi 1 4 4 4 7 1 7 4 4 4 mbersDate 1/201 1/201 1/201 1/201 2/200 1/201 2/200 1/201 1/201 1/201 e 0 0 0 0 1 0 1 0 0 0 M 1/ 1/ 1/ 1/ 1/ 1/ 1/ 1/ 1/ 1/ 0 0 0 0 3 0 3 0 0 0 % 1% 05 1% 5% ne ne 2 0 0 % % 0 o o 0. 0. 0. 0 5 0 5 0. N N Total 41, 98 1,000 1,000 10,420 1,000 None 10,420 None None % hares % 0.10 None None None None None None None None None S Held Indirect 19,798 None None None None None None None None None y. n a % 1 1% 1% 1% 5% 1% ne ne ne ne omp Direct on 22,0000.1 nt/ 1,0000.0 on 1,0000.0 on 1,0000.0 on 10,4200.0 nt/ 2,0000.0 nt/ NoneNo nt/ NoneNo nt/ NoneNo nt/ NoneNo cant seat in the Board. Companies. ny, a public joint stock c Corporate Directory Board Members Directors: * NamePostRepresentingNation-alityAgecapacity Abdulaziz Abdulhadi Alqahtani Chairman Board-Saudi65Independent/ N***Executive Mohammad Saad Al KhabbazBoard Member-Lebanese58Non IndependeExecutive Fayez Humod AlfarajBoard Member-Saudi43Independent/ NExecutive Abdulaziz Saleh AloamairBoard Member-Saudi35Independent/ NExecutive Mohammad Ahmad ArarBoard Member-Saudi75Independent/ NExecutive Ghassan Ibraheem AkeelBoard MemberArab Supply Jordanian46Non Independeand Trading Non ExecutiveCompany Khaldun Abdulrahman Board MemberJordan Jordanian74Non IndependeAbuhassanInsurance Non ExecutiveCompany** Othman (Mohammad Ali) Board MemberJordan Jordanian76Non IndependeBdeir****Insurance Non ExecutiveCompany** Naji Haseeb FayyadBoard MemberArabia Lebanese 51Non IndependeHolding**CanadianNon Executive Muneer Botrus MouasherBoard MemberArabia Jordanian45Non IndependeHolding**Non Executive Source: Arabia Insurance * The Company’s Articles of Association states that the Board of Directors shall consist of 11 Directors. Hence, there is one va ** 1000 of the shares of each represented company have been allocated to guarantee the membership of their representatives *** The indirect ownership of Mr. Abdulaziz Abdulhadi Alqahtani is resulting from his ownership in Abdulhadi Alqahtani Group of **** The indirect ownership of Mr. Othman (Mohammad Ali) Bdeir is resulting from his ownership in the Jordan Insurance Compa v Company Address Board secretary Arabia Insurance Cooperative Company Ziad Mohammad Al Rabish Bin Tami Center, King Abdul-Aziz Road Bin Tami Center, King Abdul-Aziz Road King Abdullah Street King Abdullah Street P.O. Box Riyadh 11323 286555 P.O. Box Riyadh 11323 286555 Kingdom of Saudi Arabia Kingdom of Saudi Arabia Tel: +966 11 2153360 Tel: +966 11 2153360 Fax: +966 11 2153197 Fax: +966 11 2153197 Website: www.aicc.com.sa Website: www.aicc.com.sa E-mail: [email protected] E-mail: [email protected] Company Authorized Representative (1) Company Authorized Representative (2) Abdul Aziz Saleh Al Omair Mohammad Saad Subhi Khabbaz Bin Tami Center, King Abdul-Aziz Road Bin Tami Center, King Abdul-Aziz Road King Abdullah Street King Abdullah Street P.O. Box Riyadh 11323 286555 P.O. Box Riyadh 11323 286555 Kingdom of Saudi Arabia Kingdom of Saudi Arabia Tel: +966 11 2153360 Tel: +966 11 2153360 Fax: +966 11 2153197 Fax: +966 11 2153197 Website: www.aicc.com.sa Website: www.aicc.com.sa E-mail: [email protected] E-mail: [email protected] Stock Exchange Saudi Stock Market (Tadawul Abraj Atta’awuneya North Tower - 700 King Fahad Road P.O. Box 60612 Riyadh 11555 Kingdom of Saudi Arabia Tel: +966 11 218 1200 Fax: +966 11 218 1220 Website: www.tadawul.com.sa E-mail: [email protected] The company’s main banks Arab National Bank King Faisal Street P.O. Box 56921, Riyadh 11564 Saudi Arabia Tel: +966 (11) 4029000 Fax: +966 (11) 4027747 Website :www.anb.com.sa E-Mail: [email protected] Saudi British Bank (SABB) Prince Abdul-Aziz Ben Musaed bin Jalawi Street P.O. Box 9084 Riyadh 11413 Saudi Arabia Tel: 966 11 405 0677 Fax: 966 11 405 0660 Website: www.sabb.com E-mail: [email protected] vi The company’s main banks Samba Financial Group King Abdul Aziz Road - Riyadh P.O. Box 883, Riyadh 11421 Saudi Arabia Tel: +966 (11) 477 4770 Fax: +966 (11) 479 9402 Website: www.samba.com E-Mail: [email protected] Riyad Bank King Abdulaziz Road P.O. Box 22622, Riyadh 11614 Kingdom of Saudi Arabia Tel: +966 (11) 401 3030 Fax: +966 (11) 404 2618 Website: www.riyadhbank.com E-mail: [email protected] The National Commercial Bank King Abdul Aziz Road P.O. Box 3555, Jeddah 21481 Kingdom of Saudi Arabia Tel: +966 (12) 649 3333 Fax: +966 (12) 6437426 E-mail: [email protected] Website: www.alahli.com Al Rajhi Bank Olaya Road - Riyadh Kingdom of Saudi Arabia Tel: +966 11 2795857 Fax: +966 11 795860 Website: www.alrajhibank.com.sa E-mail: [email protected] vii Advisors Financial Advisor, Lead Manager and Underwriter Aljazira Capital King Fahd Road Riyadh P.O. Box 20438, Riyadh 11455 Kingdom of Saudi Arabia Tel:+966 11 2256000 Fax:+966 11 2256068 Website: www.aljaziracapital.com.sa E-mail: [email protected] Legal Advisor Mohammad Ibraheem Al Ammar legal consulting Office in Cooperation with King & Spalding Kingdom Tower, King Fahd Road P.O. Box 9597 Riyadh 12214 Kingdom of Saudi Arabia Tel: +966 11 4669400 Fax: +966 11 2110033 Website: www.kslaw.com E-mail: [email protected] Financial Due Diligence Advisor PricewaterhouseCoopers Kingdom Tower, King Fahd Road P.O. Box :8282, Riyadh 11482 Kingdom of Saudi Arabia Tel: +966 11 4654240 Fax: +966 11 4651663 Website: www.pwc.com/middle-east E-mail: [email protected] Note: All of the aforementioned Advisors/consultants have given and not withdrawn their written consent for the appearance of their names and logos and inclusion of their statements in the form and context set out in this Prospectus; and do not themselves, or any of their relatives or affiliates have any shareholding or interest of any kind in the Company as at the date of this Prospectus. Legal Accountants 2011G & 2012G Deloitte & Touché Bakr Abulkhair & Co. Prince Turki bin Abdul-Aziz Street, Sulaimaniya Districts P.O. Box 213 Riyadh 11514 Kingdom of Saudi Arabia Tel: +966 11 2828400 Fax: +966 11 293088 Website: www.deloitte.com E-mail: [email protected] Al Bassam Certified Accountants & Advisors King Abdul Aziz Road, Malaz, P.O. Box 69658, Riyadh 11557 Kingdom of Saudi Arabia Tel:+966 11 2065 333 Fax:+966 11 2065 444 Website: www.albassamcpa.com E-mail: [email protected] viii Legal Accountants 2013G Ernst & Young Al Faisaliah Tower King Fahd Road P.O. Box 2732 Riyadh 11461 Kingdom of Saudi Arabia Tel: +966 11 2734730 Fax: +966 11 2734740 Website: www.ey.com/me E-mail: [email protected] Al Bassam Certified Accountants & Advisors King Abdul Aziz Road, Malaz P.O. Box 69658, Riyadh 11557 Kingdom of Saudi Arabia Tel:+966 11 2065 333 Fax:+966 11 2065 444 Website: www.albassamcpa.com E-mail: [email protected] Note: All of the aforementioned Advisors/consultants have given and not withdrawn their written consent for the appearance of their names and logos and inclusion of their audit reports in this Prospectus; and do not themselves, or any of their relatives or affiliates have any shareholding or interest of any kind in the Company as at the date of this Prospectus. ix