Derayah Financial Co. Announces the approval of Extraordinary General Assembly of D360 Bank Capital increase

D360 Bank (20.4% owned by Derayah) approved a capital increase from SAR 2.1 billion to SAR 2.92 billion through the issuance of 72.9 million new shares at SAR 20.57 per share.
Derayah intends to invest SAR 100 million in the capital increase, which is expected to result in a 16.35% ownership stake at a post-money bank valuation of SAR 6.0 billion.
The investment will be funded via internal resources and will have no impact on Derayah’s reported earnings or dividend policy, as the stake is accounted for under the equity method.
Capital proceeds will support D360 Bank's expansion into lending and SME finance following its achievement of 3 million customers and SAR 3 billion in deposits as of April 2026.

Element List	Explanation
Announcement Detail	Derayah Financial Company (“Derayah” or the “Company”) announces that the Extraordinary General Assembly of D360 Bank (“D360” or the “Bank”), in which Derayah holds a 20.4% ownership stake as of 31 March 2026, has approved the recommendation of the Bank’s Board of Directors to increase the Bank’s capital from SAR 2,100,000,000 to SAR 2,916,666,670, representing an increase of 38.89%. The capital increase will be effected through the issuance of 72,916,667 new ordinary shares at an offer price of SAR 20.57 per share with a total subscription amount (“Capital Increase Proceeds”) of SAR 1,499,895,840. In addition, and subject to obtaining the required regulatory approvals, an additional 8,750,000 ordinary shares will be issued by the Bank and allocated to its Employee Stock Ownership Plan (“ESOP”). These additional ESOP shares shall be funded in an amount of SAR 87,500,000 from the Capital Increase Proceeds. The offer price implies a pre‑money valuation of SAR 4.50 billion (USD 1.20 billion) for the Bank on a fully diluted basis, including the ESOP pool to be created as part of the capital increase. In line with the Company’s long-term strategic commitment to D360, Derayah intends to participate in the capital increase through an investment of SAR 100,000,000. Upon completion of the full capital raise, Derayah’s ownership stake in the Bank is expected to reach 16.35%, which at the Bank’s post-money valuation of 6.0 billion (USD 1.60 billion), implied an investment value of approximately SAR 980 million. However, as the investment in D360 is accounted for under the equity method, the Company will not recognize any unrealized valuation gains from the implied valuation of the Bank in its consolidated financial statements, and therefore there will be no impact on the Company’s reported earnings or shareholders' equity. The proposed investment will be funded entirely through Derayah’s internal resources and is not expected to impact the Company’s dividend distribution policy. This underscores the strength of Derayah’s balance sheet, capital position, and cash generation capabilities. Additionally, up to 2.26% of the Company’s expected 16.35% shareholding in D360 has been allocated to eligible employees under the Bank’s existing Employee Share Program specific for the employees who participated in the establishment of the Bank, as referred to in the Company's prospectus. The transfer of any such shares to eligible employees pursuant to this program will result in a corresponding reduction in the Company’s ownership stake in the Bank. Since commencing operations in December 2024, D360 Bank has achieved significant growth, reaching 3 million customers and SAR 3 billion in deposits as of April 2026. The Bank has also achieved positive unit economics across its core products, demonstrating a structurally profitable business model with a clear path to profitability as it scales. The proceeds from the capital increase will support D360’s next phase of growth, with a particular focus on expanding its lending portfolio, enhancing its product offering, and capitalizing on the significant opportunities within Saudi Arabia’s consumer and SME finance markets as well as API banking. Derayah views D360 as a strategic partner and an important component of its broader ecosystem strategy. In addition to its attractive financial return potential, the partnership creates opportunities for customer acquisition, product distribution, and cross-selling across both platforms. It also provides Derayah with exposure to the high-growth consumer and SME banking segment, further diversifying the Company’s growth drivers and strengthening its position within the Kingdom’s evolving financial services landscape. D360 qualifies as a related party under the applicable regulatory requirements, as Derayah has the right to appoint more than 30% of the members of the Bank’s Board of Directors. The Company will announce any material developments relating to this matter in due course.

Element List

Explanation

Announcement Detail

Derayah Financial Company (“Derayah” or the “Company”) announces that the Extraordinary General Assembly of D360 Bank (“D360” or the “Bank”), in which Derayah holds a 20.4% ownership stake as of 31 March 2026, has approved the recommendation of the Bank’s Board of Directors to increase the Bank’s capital from SAR 2,100,000,000 to SAR 2,916,666,670, representing an increase of 38.89%.

The capital increase will be effected through the issuance of 72,916,667 new ordinary shares at an offer price of SAR 20.57 per share with a total subscription amount (“Capital Increase Proceeds”) of SAR 1,499,895,840. In addition, and subject to obtaining the required regulatory approvals, an additional 8,750,000 ordinary shares will be issued by the Bank and allocated to its Employee Stock Ownership Plan (“ESOP”). These additional ESOP shares shall be funded in an amount of SAR 87,500,000 from the Capital Increase Proceeds.

The offer price implies a pre‑money valuation of SAR 4.50 billion (USD 1.20 billion) for the Bank on a fully diluted basis, including the ESOP pool to be created as part of the capital increase.

In line with the Company’s long-term strategic commitment to D360, Derayah intends to participate in the capital increase through an investment of SAR 100,000,000. Upon completion of the full capital raise, Derayah’s ownership stake in the Bank is expected to reach 16.35%, which at the Bank’s post-money valuation of 6.0 billion (USD 1.60 billion), implied an investment value of approximately SAR 980 million. However, as the investment in D360 is accounted for under the equity method, the Company will not recognize any unrealized valuation gains from the implied valuation of the Bank in its consolidated financial statements, and therefore there will be no impact on the Company’s reported earnings or shareholders' equity.

The proposed investment will be funded entirely through Derayah’s internal resources and is not expected to impact the Company’s dividend distribution policy. This underscores the strength of Derayah’s balance sheet, capital position, and cash generation capabilities.

Additionally, up to 2.26% of the Company’s expected 16.35% shareholding in D360 has been allocated to eligible employees under the Bank’s existing Employee Share Program specific for the employees who participated in the establishment of the Bank, as referred to in the Company's prospectus. The transfer of any such shares to eligible employees pursuant to this program will result in a corresponding reduction in the Company’s ownership stake in the Bank.

Since commencing operations in December 2024, D360 Bank has achieved significant growth, reaching 3 million customers and SAR 3 billion in deposits as of April 2026. The Bank has also achieved positive unit economics across its core products, demonstrating a structurally profitable business model with a clear path to profitability as it scales. The proceeds from the capital increase will support D360’s next phase of growth, with a particular focus on expanding its lending portfolio, enhancing its product offering, and capitalizing on the significant opportunities within Saudi Arabia’s consumer and SME finance markets as well as API banking.

Derayah views D360 as a strategic partner and an important component of its broader ecosystem strategy. In addition to its attractive financial return potential, the partnership creates opportunities for customer acquisition, product distribution, and cross-selling across both platforms. It also provides Derayah with exposure to the high-growth consumer and SME banking segment, further diversifying the Company’s growth drivers and strengthening its position within the Kingdom’s evolving financial services landscape.

D360 qualifies as a related party under the applicable regulatory requirements, as Derayah has the right to appoint more than 30% of the members of the Bank’s Board of Directors.

The Company will announce any material developments relating to this matter in due course.