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Element List	Explanation
Introduction	Further to Dr. Soliman Abdulkader Fakeeh Hospital Company’s previous announcement published on Tadawul’s website on 11 November 2025 with regards to the signing of a non-binding offer with certain shareholders of the Target Company, Dr. Soliman Abdulkader Fakeeh Hospital Company is pleased to announce that, on 5 May 2026G (corresponding to 18/11/1447H), it has entered into a binding Share Purchase Agreement (the “Agreement”) with all of the shareholders of the Target Company to acquire 100% of the share capital of the Target Company (the “Transaction”) for a total cash consideration of SAR 1,595,625,000.
Transaction Details	The acquisition of 100% of the share capital of Dr. Mohammed Bin Rashed Al Fagih & Partners Company for a total cash consideration of SAR 1,595,625,000.
Transaction Amount	SAR 1,595,625,000 (one billion five hundred ninety-five million six hundred twenty-five thousand Saudi Riyals).
Transaction Conditions	Pursuant to the Agreement, completion of the Transaction is subject to a number of conditions precedent, including mainly (i) the non‑objection of the General Authority for Competition, (ii) obtaining required approvals or consents from certain contractual counterparties of the Target Company, (iii) the absence of any legal or regulatory restriction or decision prohibiting completion of the Transaction, and other conditions precedent set out in the Agreement. The Agreement also includes mechanisms to ensure that there is no value leakage in the Target Company and to indemnify Dr. Soliman Abdulkader Fakeeh Hospital Company if any such leakage is confirmed. In addition, the selling shareholders provided the Dr. Soliman Abdulkader Fakeeh Hospital Company with customary commercial, tax, and financial warranties. The Agreement sets out the provisions governing breaches, types of claims, and applicable limitation periods. The Agreement terminates if the conditions precedent are not satisfied or waived (as applicable) within six months from the date of execution, or earlier by the Buyer in the event of a material breach by the selling shareholders of their obligations under the Agreement or upon the occurrence of a Material Adverse Effect affecting the Target (as defined in the Agreement). The Agreement includes other customary provisions for transactions of this nature, including provisions relating to confidentiality, termination, dispute resolution, and other standard terms.
Parties of the Transaction	1. Dr. Soliman Abdel Kader Fakeeh Hospital Company (the purchaser); 2. The selling shareholders of Dr. Mohammed Bin Rashed Al Fagih and Partners Company, collectively holding 100% of the Target’s issued share capital, comprising: - Dallah Healthcare Company with an ownership percentage of 31.21%; - Mohammed Rashid Al-Fagih with an ownership percentage of 18.2%; and - 38 minority shareholders with an aggregate ownership percentage of 50.59%
Transaction Financing Method	The Transaction will be funded through a combination of Dr. Soliman Abdel Kader Fakeeh Hospital Company’s own resources and bank debt facilities on terms consistent with the Group’s existing credit facilities.
Date of Entering Into The Transaction	2026-05-05 Corresponding to 1447-11-18
Description of Activity of The Asset Subject of The Transaction	Founded in November 2013G, Dr. Mohammed Bin Rashed Al Faqih & Partners Company is a Saudi closed joint stock company operating a multi-specialty general hospital located in Central-East Riyadh, Kingdom of Saudi Arabia. The hospital was inaugurated in October 2022G and provides secondary care services across multiple clinical specialties. The Target operates from a 93,000 sqm built-up area medical complex comprising a main building and adjacent outpatient facilities, with maximum capacity of 350 patient beds and 192 outpatient clinics. As of 31 December 2025G, the Target operated 238 beds and 109 clinics, with significant headroom for further capacity ramp-up without additional material capital expenditure requirements in the medium term.
Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction	Audited financial information of the Target for the last three financial years (FY23G, FY24G and FY25G): Revenue: • FY2023G: SAR 213 million • FY2024G: SAR 374 million • FY2025G: SAR 466 million EBITDA: • FY2023G: SAR (11) million • FY2024G: SAR 81 million • FY2025G: SAR 112 million
Transaction reasons	The Transaction is aligned with Dr. Soliman Abdel Kader Fakeeh Hospital Company’s (and its subsidiaries) strategy to expand its footprint in Riyadh and to strengthen its multi-specialty service offerings in the Kingdom’s capital, Riyadh. The acquisition triples Group’s bed presence in Riyadh, combining the Target Company’s 350-bed capacity with the Group’s existing 185-bed capacity in its existing Riyadh hospital to create a 535-bed two-site cluster in a high-density catchment area.
Expected Impact of the Transaction on the Company and Its Operations	On completion, Dr. Soliman Abdel Kader Fakeeh Hospital Company will own 100% of the Target Company and consolidate it into the Group as a wholly-owned subsidiary. The Target Company will become Dr. Soliman Abdel Kader Fakeeh Hospital Company’s second hospital in Riyadh, materially expanding the Group’s presence in the city. The Transaction diversifies Dr. Soliman Abdel Kader Fakeeh Hospital Company’s payer and patient mix in Riyadh by adding exposure to Cash patients, and Network 6 / Class B insurance, complementing the Group’s existing VIP and high-tier insurance positioning. Over time, the combination is expected to generate operational efficiencies, cost synergies and enhanced revenue opportunities across Fakeeh Care’s network. The Transaction will increase the Group’s consolidated debt levels reflecting both the acquisition financing and the assumption of the Target Company’s existing net debt. Dr. Soliman Abdel Kader Fakeeh Hospital Company will announce the completion of the Transaction and any other material developments in due course.
Related Parties	Not Applicable
Additional Information	Execution of the Agreement does not constitute completion of the Transaction, as completion remains subject to the satisfaction of the conditions precedent set out in the Agreement, and there can be no assurance that the Transaction will be completed. Dr. Soliman Abdel Kader Fakeeh Hospital Company appointed PricewaterhouseCoopers Advisory Limited as its financial advisor and White & Case for Advocacy and Legal Consultations as its legal advisor in connection with the Transaction. The Company will announce any material developments in due course in accordance with applicable laws and regulations.

Dr. Soliman Abdel Kader Fakeeh Hospital Company announces the signing of a binding Share Purchase Agreement to acquire 100% of Dr. Mohammed Bin Rashid Al Fagih & Partners Company (the “Target Company”).