City Cement Co. Announces the Execution of a non-binding Memorandum of Understanding with Umm Al-Qura Cement Company Acquiring Acquisition of all issued shares in Umm Al-Qura Cement Co.

Element List	Explanation
Introduction	City Cement Company (“City Cement”) announces that it entered into a non-binding memorandum of understanding (“MOU”) with Um Al-Qura Cement Company (“Um Al-Qura Cement”) pursuant to which the two companies agreed to commence discussions in relation to a securities exchange transaction pursuant to which City Cement will acquire all issued shares in Um Al-Qura Cement (the “Proposed Transaction”). On this basis, City Cement and Um Al-Qura Cement have agreed to proceed with relevant due diligence in relation to the Proposed Transaction.
Date of signing the Memorandum of Understanding	2022-11-03 Corresponding to 1444-04-09
Memorandum Duration	Six months can be extended subject to both partis approval
Name of the Counterparty	Um Al-Qura Cement Company
Name of Financial Advisor of Each Party	No financial advisor has been appointed at this stage. City Cement Company will later announce any developments about the appointment of its financial advisor.
Major Terms in the Memorandum	Pursuant to the non-binding MOU, City Cement and Um Al-Qura Cement have agreed on that in case of The Proposed Transaction, should it proceed, will be implemented through a share exchange offer made by City Cement (in its capacity as the offeror) to Um Al-Qura Cement (in its capacity as the offeree) for the purposes of acquiring all of Um Al-Qura Cement’s issued shares. The consideration payable by City Cement to Um Al Qura Cement’s shareholders will be the issuance of new shares in City Cement in accordance with Article 26 of the Merger and Acquisition Regulations, as the value of the deal and the exchange factor will be determined after completing the necessary studies, including the due diligence, which would result in the delisting of Um Al-Qura Cement’s shares, and becoming a company wholly owned by City Cement.

It should be noted that the MOU does not constitute a binding agreement to implement the Proposed Transaction, as the implementation of the transaction is subject to the City Cement and Um Al-Qura Cement agreeing a final definitive agreement that determines the terms and conditions of the transaction. The terms and conditions of the final definitive agreement will include obtaining all the required regulatory approvals and the approval of each respective extraordinary general assembly of City Cement and Um Al-Qura Cement on the transaction and its related matters. City Cement will announce all the relevant details at a later stage. Related Parties The Proposed Transaction may possibly involve related parties, and a number of members of the board of directors may have an interest in the Proposed Transaction. The details of this will be announced at a later stage. Actions to be Taken by the Company during the Memorandum’s Duration The parties intend to conclude the due diligence process and sign the definitive agreements in relation to the Proposed Transaction, if they agree to their final terms, as soon as practicable. Approvals The Proposed Transaction is subject to the regulatory approvals, including approvals from the competent authorities and the approval of the extraordinary general assembly of each company. Additional Information City Cement will announce any material developments in relation to the Proposed Transaction in accordance with the applicable laws and regulations.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.