premargin

Retal Urban Development Company has submitted offers to acquire the remaining 52.5% of Ajdan Real Estate Development Company, aiming for 100% ownership.
The offers include issuing 55,000,000 new Retal shares to Abdulqadir Al Muhaidib & Sons Co. (for a 47.5% stake) and 5,789,474 new shares to Sumou for International Investment Company (for a 5.0% stake).
The transaction follows a previous share swap agreement with AlFozan Holding Company for the initial 47.5% stake and remains subject to the same valuation and terms.
The offer acceptance period ends on February 28, 2026, and the deal requires approvals from the Capital Market Authority, the Saudi Exchange, and Retal’s Extraordinary General Assembly.

Element List	Explanation
Introduction	Retal Urban Development Company (Retal) announces that it has submitted offers to the other Shareholders of Ajdan Real Estate Development Company on 27/08/1447H (corresponding to 15/02/2026G) to acquire all their shares in Ajdan Company.
Previous Announcement	Retal Urban Development Company announcement about the signing of a Share Swap Agreement with AlFozan Holding Company for the acquisition of AlFozan Holding Company’s shares in Ajdan Real Estate Development Company, by means of a capital increase through issuing new shares in Retal Company to AlFozan Holding Company
Date of Previous Announcement on Saudi Exchange’s Website	2026-02-15 Corresponding to 1447-08-27
Hyperlink to the Previous Announcement on the Saudi Exchange Website	Click Here
Latest Developments Of The Announced Event	Further to the announcement by Retal Urban Development Company (“Retal Company”) published on (TADAWUL) dated 27/8/1447H (corresponding to 15/2/2026G) regarding the signing of a Share Swap Agreement with AlFozan Holding Company (“SSA”) for the acquisition of AlFozan Holding Company’s entire shareholding in Ajdan Real Estate Development Company (“Ajdan Company”), equivalent to 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital, by means of a capital increase in Retal Company through issuing new shares to AlFozan Holding, Retal announces that it has extended offers to the other Shareholders of Ajdan Company on 27/8/1447H (corresponding to 15/2/2026G) to acquire their entire respective shareholding in Ajdan Company. Accordingly, Retal has submitted offers to i) Abdulqadir Al Muhaidib & Sons Co. to acquire 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital, in exchange for the issuance of 55,000,000 new ordinary shares of Retal Company, and to ii) Sumou for International Investment Company to acquire 1,500,000 ordinary shares, representing 5.0% of Ajdan Company’s share capital, in exchange for 5,789,474 ordinary shares of Retal Company (collectively, the “Offers”). The Offers are subject to the same valuation, structure, terms and conditions that have been agreed upon with AlFozan Holding Company in the SSA. The Offers are subject to an acceptance period commencing on 27/8/1447H (corresponding to 15/2/2026G) and ending on 11/9/1447H (corresponding to 28/2/2026G). Completion of the acquisitions envisaged under the Offers will be subject to entry into respective share swap agreements, satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority, the Saudi Exchange (SAUDI TADAWUL), and other regulatory approvals (as applicable), and the Extraordinary General Assembly approval of Retal Company. The Company will announce any material developments regarding the Offers and the resulting financial impact, in accordance with the relevant laws and regulations.
Reasons For The Delay on The Date of The Event Previously Announced	Not applicable
The costs associated with the event, and if they have changed or not with indication of the reasons.	Not applicable
Delay consequences on the Company’s financial results	Not applicable
Additional Information	For inquiries, please contact the Investor Relations Department via: Phone: +966138013803 Email: ir@retal.com.sa

Element List

Explanation

Introduction

Retal Urban Development Company (Retal) announces that it has submitted offers to the other Shareholders of Ajdan Real Estate Development Company on 27/08/1447H (corresponding to 15/02/2026G) to acquire all their shares in Ajdan Company.

Previous Announcement

Retal Urban Development Company announcement about the signing of a Share Swap Agreement with AlFozan Holding Company for the acquisition of AlFozan Holding Company’s shares in Ajdan Real Estate Development Company, by means of a capital increase through issuing new shares in Retal Company to AlFozan Holding Company

Date of Previous Announcement on Saudi Exchange’s Website

2026-02-15 Corresponding to 1447-08-27

Hyperlink to the Previous Announcement on the Saudi Exchange Website

Click Here

Latest Developments Of The Announced Event

Further to the announcement by Retal Urban Development Company (“Retal Company”) published on (TADAWUL) dated 27/8/1447H (corresponding to 15/2/2026G) regarding the signing of a Share Swap Agreement with AlFozan Holding Company (“SSA”) for the acquisition of AlFozan Holding Company’s entire shareholding in Ajdan Real Estate Development Company (“Ajdan Company”), equivalent to 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital, by means of a capital increase in Retal Company through issuing new shares to AlFozan Holding, Retal announces that it has extended offers to the other Shareholders of Ajdan Company on 27/8/1447H (corresponding to 15/2/2026G) to acquire their entire respective shareholding in Ajdan Company.

Accordingly, Retal has submitted offers to i) Abdulqadir Al Muhaidib & Sons Co. to acquire 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital, in exchange for the issuance of 55,000,000 new ordinary shares of Retal Company, and to ii) Sumou for International Investment Company to acquire 1,500,000 ordinary shares, representing 5.0% of Ajdan Company’s share capital, in exchange for 5,789,474 ordinary shares of Retal Company (collectively, the “Offers”). The Offers are subject to the same valuation, structure, terms and conditions that have been agreed upon with AlFozan Holding Company in the SSA.

The Offers are subject to an acceptance period commencing on 27/8/1447H (corresponding to 15/2/2026G) and ending on 11/9/1447H (corresponding to 28/2/2026G). Completion of the acquisitions envisaged under the Offers will be subject to entry into respective share swap agreements, satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority, the Saudi Exchange (SAUDI TADAWUL), and other regulatory approvals (as applicable), and the Extraordinary General Assembly approval of Retal Company.

The Company will announce any material developments regarding the Offers and the resulting financial impact, in accordance with the relevant laws and regulations.

Reasons For The Delay on The Date of The Event Previously Announced

Not applicable

The costs associated with the event, and if they have changed or not with indication of the reasons.

Not applicable

Delay consequences on the Company’s financial results

Not applicable

Additional Information

For inquiries, please contact the Investor Relations Department via:

Phone: +966138013803

Email: ir@retal.com.sa