| Element List | Explanation |
|---|---|
| Introduction | Saudi AZM for Communication and Information Technology Company (the "Company") announces the signing of a non-binding memorandum of understanding (the "MoU") with Azm Financial Technology Company (a closed joint stock company) in connection with assessing the potential purchase of one hundred percent (100%) of the shares of Azm Financial Technology Company (the "Potential Transaction"). |
| Memorandum Signing Date | 2026-08-01 Corresponding to 1448-02-18 |
| Counterparty | Azm Financial Technology Company |
| Memorandum Subject | The MoU represents a preliminary non-binding agreement regarding the Potential Transaction. The MoU has provisions agreed between both parties to negotiate in good faith to reach final binding definitive agreements, which include, without limitation: - Establishing a general framework for assessing the Potential Transaction and enabling the Company to conduct legal, financial and tax/zakat due diligence. - The value, form of consideration and payment method of the Potential Transaction will be determined upon completion of the necessary due diligence and negotiation of the final binding terms for the execution of the definitive agreements. - Regulating the exchange of information between the parties, while maintaining confidentiality and the exclusivity of negotiations during the term of the MoU, and requiring Azm Financial Technology Company to cooperate and provide the necessary documents. - The completion of the Potential Transaction is subject to the results of the due diligence and valuation, in addition to obtaining the necessary regulatory and contractual approvals, and the execution of final, binding definitive agreements. |
| Memorandum Duration | The MoU shall become effective from the date of its execution by the parties and shall remain in force for a period of twelve (12) months, unless otherwise agreed by the parties in writing. |
| Related Parties | The Potential Transaction involves related parties, namely: Mr. Majed Saad Al-Osaimi, in his capacity as Chairman of the Board of Directors and a major shareholder of the Company, and Chairman of the Board of Directors and a shareholder of Azm Financial Technology Company; Mr. Ali Mohammed Al-Ballaa, in his capacity as a member of the Board of Directors, Chief Executive Officer, and a major shareholder of the Company, and Managing Director and a shareholder of Azm Financial Technology Company; and Mr. Firas Mahmoud Al-Mosli, in his capacity as a member of the board of directors of one of the Company’s subsidiaries, (Wasl Platform for Communication and Information Technology Company), Chief Executive Officer and a shareholder of Azm Financial Technology Company. Any additional related parties, if any, will be disclosed in due course. |
| Financial Impact | There is currently no financial impact. Any subsequent material developments will be announced in due course. |
| Additional Information | The Company has appointed Alistithmar for Financial Securities and Brokerage (Alistithmar Capital) as financial advisor in connection with the Potential Transaction. The MoU is non-binding, and the agreement on the Potential Transaction is subject to the parties reaching a final binding agreement. There is no assurance that the final agreements will be signed or that the Potential Transaction will be completed. The Company shall announce any material developments relating to the Potential Transaction in accordance with the applicable laws and regulations. |