| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement from Riyad Bank (the “Bank”) published on the website of the Saudi Exchange Company (Tadawul) on 28/01/1448H (corresponding to 13/07/2026G) regarding the Bank’s intention to issue a Saudi Riyal (“SAR”) denominated Additional Tier 1 Capital Sukuk (the “Sukuk”) and the public offering thereof under its SAR 10,000,000,000 additional tier 1 capital public sukuk programme (the “Programme”), the Bank announces the commencement of the offer of the Sukuk and the retail and institutional subscription period. |
| Offer Type | Public offering of Additional Tier 1 Capital Sukuk denominated in SAR pursuant to the Programme. The payment obligations of the Bank will (a) constitute Additional Tier 1 Capital of the Bank; (b) constitute direct, unsecured, conditional (in accordance with the Terms and Conditions) and subordinated obligations of the Bank; and (c) upon the occurrence and continuation of any winding-up proceeding, rank (i) subordinate and junior to all senior obligations but not further or otherwise; and (ii) pari passu with all other pari passu obligations and rank in priority only to all junior obligations, as detailed in the Terms and Conditions. |
| Value of the offer | The issuance amount has been determined on an initial basis at SAR 5,000,000,000. The definitive issuance amount will be determined after the completion of the offer period, based on market conditions at that time. |
| Offering start Date | 2026-07-21 Corresponding to 1448-02-07 |
| Offering end Date | 2026-08-03 Corresponding to 1448-02-20 |
| The targeted class of the issuance | The Sukuk will be offered to eligible natural and legal persons in the Kingdom of Saudi Arabia and any other relevant jurisdiction where the Sukuk may be lawfully offered. |
| Name of Issuance Manager | The Bank has mandated Riyad Capital as financial advisor, sole arranger, and dealer in relation to the offer and issuance of the Sukuk. |
| Minimum Subscription | One Sak, with a nominal value of SAR 1,000. For further details, please refer to the base prospectus dated 24/01/1448H (corresponding to 09/07/2026G) (the “Base Prospectus”). |
| Offer Price (Sukuk /Bonds) | SAR 1,000 per Sak |
| Par Value | SAR 1,000 per Sak |
| Return (Sukuk /Bonds) | 6.50% per annum fixed rate payable quarterly, subject to any cancellation in accordance with the Terms and Conditions. |
| Maturity (Sukuk /Bonds) | Perpetual (subject to early redemption on a Call Date starting from its fifth anniversary subject to the Terms and Conditions or as otherwise specified in the Base Prospectus and the applicable final terms relating to the Sukuk). |
| Terms of Redemption | The Sukuk are perpetual securities and, accordingly, do not have a fixed or final redemption date. However, they may be redeemed in certain cases as detailed in the Base Prospectus and the applicable final terms in relation to the Sukuk. |
| Additional Information | The Bank can elect not to pay any periodic distribution amount (save in respect of the final periodic distribution amount) as detailed in the Terms and Conditions (“Non-payment Election”). There are also circumstances where the Bank will be prohibited from making payments of any periodic distribution amount (including any final periodic distribution amount), as detailed in the Terms and Conditions (“Non-payment Event”). From the date of such Non-Payment Election or Non-Payment Event (the “Dividend Stopper Date”), the Issuer will be prohibited from declaring or paying certain distributions, dividends or other payments as detailed in Terms and Conditions. If a Non-Viability Event occurs, as detailed in the Terms and Conditions, a partial or full write-down of the Sukuk will take place. The Bank will use the proceeds of the Sukuk to enhance its tier 1 capital as well as for general banking purposes as detailed in the Base Prospectus. The Bank intends to treat the Sukuk as capital/equity for Zakat purposes throughout the period in which the Sukuk are outstanding. Institutional investors wishing to purchase the Sukuk will be required to submit a duly completed form to the relevant dealer(s). Retail investors will be required to submit a duly completed form to the receiving agents through the available channels. The receiving agents are Albilad Investment Company, Al Rajhi Capital, SNB Capital, SAB Invest, BSF Capital, ANB Capital, Derayah Financial Company, Aljazira Capital, Riyad Capital, Alinma Capital, Yaqeen Capital, Alkhabeer Capital, Alistithmar for Financial Securities and Brokerage Company and EFG Hermes KSA. The purchase of the Sukuk by investors is subject to satisfying the terms and conditions set out in the investor application form and the Base Prospectus. For further details about the subscription in the Sukuk, please refer to the Base Prospectus. The Bank emphasises the importance of reviewing the Base Prospectus carefully and in full before making any investment decision in relation to the subscription in the Sukuk. The Base Prospectus has been published on the Capital Market Authority’s website and is available at the following link: https://cma.gov.sa/en/Market/Prospectuses/Documents/Riyad%20Bank%20-%20Sukuk_Eng.pdf |