Fawaz Abdulaziz Alhokair Company (Cenomi Retail) announces that it has been notified by a number of its substantial shareholders regarding the signing of a share purchase agreement with Al Futtaim Retail Company for the sale of part of their stake in Cenomi Retail to Al Futtaim Retail Company

Element List	Explanation
Announcement Detail	Fawaz Abdulaziz Alhokair Company (Cenomi Retail) (the "Company") announces that it has been notified by a number of its substantial shareholders, namely: Fawaz Abdulaziz Alhokair, Abdul Majeed Abdulaziz Alhokair, Salman Abdulaziz Alhokair, Saudi FAS Holding Company and FAS Real Estate Company (the "Selling Shareholders"), that they have signed a share purchase agreement with Al Futtaim Retail Company on 23/01/1447 (corresponding to 18/07/2025 (the "SPA"). Pursuant to the provisions of the SPA, the Selling Shareholders will sell a part of their stake in the Company, amounting to 57,325,841 shares, representing 49.95% of the entire share capital of the Company (the "Sale Shares") to Al Futtaim Retail Company, through a private transaction for an aggregate value of 2,522,337,004 Saudi Riyals, at a price of 44 Saudi Riyals per share in the Company (the "Private Transaction"). The completion of the Private Transaction is subject to a number of conditions, including obtaining the necessary approvals and non-objections that might be required from the relevant bodies (the “Completion”). The SPA also stipulates, as part of the conditions precedent for Completion, that Al Futtaim Retail Company and the Company shall prior to Completion enter into a shareholder loan agreement (for an amount not less than 1,300,000,000 Saudi Riyals) which shall include terms and conditions acceptable to the Company, and pursuant to which Al Futtaim Retail Company shall provide the aforesaid loan to the Company immediately upon Completion. The Private Transaction will be executed as a negotiated deal in accordance with the Saudi Exchange’s (Tadawul) Trading and Membership Procedures at Completion of the Private Transaction. Following Completion, Al Futtaim Retail Company will own 49.95% of the Company’s entire share capital. The Company notes that Al Futtaim Retail Company is a leading company in a number of operational sectors, including fashion and retail, as it holds franchise and operating rights for a large number of global commercial brands. Its entry therefore, as a strategic investor into the Company and the provision of the shareholder loan referenced above will contribute to strengthening the Company’s balance sheet and support its next phase of growth. Any developments in this regard, including the Completion, will be announced in due course.

Element List

Explanation

Announcement Detail

Fawaz Abdulaziz Alhokair Company (Cenomi Retail) (the "Company") announces that it has been notified by a number of its substantial shareholders, namely: Fawaz Abdulaziz Alhokair, Abdul Majeed Abdulaziz Alhokair, Salman Abdulaziz Alhokair, Saudi FAS Holding Company and FAS Real Estate Company (the "Selling Shareholders"), that they have signed a share purchase agreement with Al Futtaim Retail Company on 23/01/1447 (corresponding to 18/07/2025 (the "SPA").

Pursuant to the provisions of the SPA, the Selling Shareholders will sell a part of their stake in the Company, amounting to 57,325,841 shares, representing 49.95% of the entire share capital of the Company (the "Sale Shares") to Al Futtaim Retail Company, through a private transaction for an aggregate value of 2,522,337,004 Saudi Riyals, at a price of 44 Saudi Riyals per share in the Company (the "Private Transaction").

The completion of the Private Transaction is subject to a number of conditions, including obtaining the necessary approvals and non-objections that might be required from the relevant bodies (the “Completion”). The SPA also stipulates, as part of the conditions precedent for Completion, that Al Futtaim Retail Company and the Company shall prior to Completion enter into a shareholder loan agreement (for an amount not less than 1,300,000,000 Saudi Riyals) which shall include terms and conditions acceptable to the Company, and pursuant to which Al Futtaim Retail Company shall provide the aforesaid loan to the Company immediately upon Completion.

The Private Transaction will be executed as a negotiated deal in accordance with the Saudi Exchange’s (Tadawul) Trading and Membership Procedures at Completion of the Private Transaction.

Following Completion, Al Futtaim Retail Company will own 49.95% of the Company’s entire share capital.

The Company notes that Al Futtaim Retail Company is a leading company in a number of operational sectors, including fashion and retail, as it holds franchise and operating rights for a large number of global commercial brands. Its entry therefore, as a strategic investor into the Company and the provision of the shareholder loan referenced above will contribute to strengthening the Company’s balance sheet and support its next phase of growth.

Any developments in this regard, including the Completion, will be announced in due course.