Saudi Airlines Catering Company Main Prospectus Sale of 24,600,000 Shares representing 30% of Saudi Airlines Catering Company through an Initial Public Offering at an Offer Price of SAR 54 per Share A Saudi Joint Stock Company with Commercial Registration No. 4030175741 and which was converted into a joint stock company pursuant to the Resolution of the Minister of Commerce and Industry Number. 68/K dated 22/2/1432H (corresponding to 26 January 2011G) Offer Period: 28/7/1433H to 4/8/1433H (corresponding to 18/6/2012G to 24/6/2012G) Saudi Airlines Catering Company ("SACC" or the "Company") was founded as a limited liability company in Saudi Arabia with commercial registration number 4030175741 on 20/1/1429H (corresponding to 29 January 2008G) with a share capital of SAR 100,767,000 divided into 1,007,670 shares of SAR 100 each. The Company was converted into a joint stock company pursuant to the Resolution of the Minister of Commerce and Industry Number 68/K dated 22/2/1432H (corresponding to 26 January 2011G) with a share capital of SAR 100,767,000 divided into 10,076,700 ordinary shares of SAR 10 each. Pursuant to the resolution of the Extraordinary General Assembly held on 14/4/1432H (corresponding to 19 March 2011G), the capital of the Company was increased from SAR 100,767,000 to SAR 820,000,000 divided into 82,000,000 ordinary shares of SAR 10 each (the "Shares") through the capitalisation of (i) SAR 658,791,392 from the Company's retained earnings; (ii) SAR 13,718,428 from the Company's general reserve; and (iii) SAR 46,723,180 from the Company's statutory reserve. The Initial Public Offering (the "Offering") of 24,600,000 Shares (the "Offer Shares") with a fully paid nominal value of SAR 10 each and at a price of SAR 54 per Share, and representing 30% of the issued share capital of the Company, is directed at and may only be accepted by: - Tranche (A): Institutional investors consisting of a number of institutions that were approached by the Bookrunner after discussions with the Company and the Selling Shareholders and based on certain pre-defined criteria set forth by the Capital Market Authority ("CMA") (the "Institutional Investors"). The number of Offer Shares to be initially allocated to Institutional Investors is 24,600,000 Shares, representing 100% of the Offer Shares. The Bookrunner has the right to reduce the number of Offer Shares provisionally allocated to Institutional Investors to 12,300,000 Shares, representing 50% of the Offer Shares, in the event there is sufficient demand by Individual Investors (as defined in Tranche (B) below) and subject to the CMA's consent; and - Tranche (B): Individual investors including Saudi Arabian natural persons, including Saudi women who are divorced or widowed and who have children by a non-Saudi husband who may subscribe for Offer Shares in the name(s) of any of those children who are minors for her benefit provided that any such woman provides evidence that she is the child's mother and that she is widowed or divorced (collectively “Individual Investors” and severally “Individual Investor”). The subscription by a person in the name of his divorced wife shall be deemed invalid and in such cases, the relevant regulations shall be enforced against that person. A maximum of 12,300,000 Shares representing 50% of the Offer Shares shall be allocated to Individual Investors. The Offer Shares are being sold by the shareholders whose names appear on page XIV (collectively, the "Selling Shareholders"), and who collectively own 100% of the Shares. Upon completion of the Offering, Saudi Arabian Airlines Corporation ("Saudia") and Strategic Catering Company LLC ("SCCL"), two of the Selling Shareholders, will collectively own 70% of the Shares and will consequently retain a controlling interest in the Company. The proceeds from the Offering, after deducting the Offering expenses (the "Net Proceeds"), will be distributed to the Selling Shareholders on a pro-rata basis based on each Selling Shareholder's percentage ownership in the Offer Shares being sold in the Offering and the Company will not receive any part of the Net Proceeds (see section 11 "Use of Proceeds").The Underwriters have committed to fully underwrite the Offering (see section 14 "Underwriting"). Saudia will be restricted from disposing of its Shares for four years from the date of Admission and SCCL will be restricted from disposing of any of its Shares until the Company has published its balance sheet and its profit and loss account for the financial year ending 31 December 2013G. Following the end of these periods, Saudia and SCCL may only dispose of their respective Shares after obtaining the approval of the CMA. The Offering will commence on 28/7/1433H (corresponding to 18/6/2012G) and will remain open for a period of 7 days up to and including 4/8/1433H (corresponding to 24/6/2012G) (the "Offering Period"). Subscription to the Offer Shares can be made through branches of the selling agents (the "Selling Agents") listed on pages IX and X during the Offering Period (see the "How to Apply" section on page XV). Each Individual Investor who subscribes to the Offer Shares (each a "Subscriber" and collectively the "Subscribers") must apply for a minimum of 10 Offer Shares. The maximum number of Offer Shares for which a Subscriber may apply is 250,000. The minimum allocation per Subscriber is 10 Offer Shares, and the balance of the Offer Shares (if available) will be allocated on a pro-rata basis. In the event that the number of Subscribers exceeds 1,230,000, the Company will not guarantee the minimum allocation of 10 Offer Shares per Subscriber, and the Offer Shares will be allocated equally between all Subscribers. If the number of Subscribers exceeds 12,300,000, the allocation will be determined at the discretion of the CMA. Excess subscription monies, if any, will be refunded to the Subscribers without any charge or withholding by the Selling Agents. Notification of the final allotment and refund of subscription monies, if any, will be made by 11/8/1433H (corresponding to 1/7/2012G) (see section 15 "Subscription Terms and Conditions"). The Company has one class of shares. Each Share entitles the holder to one vote, and each shareholder (a "Shareholder") with at least 20 Shares has the right to attend and vote at a General Assembly. No Shareholder benefits from any preferential voting rights. The Offer Shares will entitle holders to receive dividends declared by the Company after the approval of the Offering by CMA and subsequent fiscal years (see section 9 "Dividend Policy"). Prior to the Offering, there has been no public market for the Shares in Saudi Arabia or elsewhere. An application has been made to the CMA for the admission of the Shares to the Official List, all supporting documents required by the CMA have been supplied, and all relevant approvals pertaining to this prospectus (the "Prospectus") and the Offering have been granted. Trading in the Offer Shares is expected to commence on the Saudi Stock Exchange (the "Exchange") shortly after the final allocation of the Offer Shares (see the "Key Dates for Investors" section on page XV). Following admission of the Shares to the Official List, Saudi nationals and nationals of other GCC countries, companies, banks and funds, as well as non-Saudi individuals who are residents in the Kingdom, will be permitted to trade in the Shares. Furthermore, non-Saudi natural persons who are not residents in the Kingdom and institutions incorporated outside the Kingdom (each, a "Foreign Investor") are permitted to acquire an economic interest in the Shares by entering into a swap agreement with a person authorised by the CMA to acquire, hold and trade in shares on Tadawul on behalf of a Foreign Investor (the "Authorised Person"). Under such swap agreements, the Authorised Person will be the registered legal owner of such Shares. The "Important Notice" and section 2 "Risk Factors" of this Prospectus should be considered carefully prior to making a decision to invest in the Offer Shares. Financial Advisor, Lead Manager Underwriters and Bookrunner Selling Agents This Prospectus includes information given in compliance with the Listing Rules of the Capital Market Authority of the Kingdom of Saudi Arabia (the "Authority"). The Directors, whose names appear on page IV, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and the Saudi Stock Exchange do not take any responsibility for the contents of this Prospectus, do not make any representation 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 Prospectus. 24/7/1433H (corresponding to 14/6/2012G) English Translation of the Official Arabic Prospectus. Important Notice This Prospectus contains detailed information relating to the Company and the Offer Shares. When applying for the Offer Shares, investors will be treated as applying solely on the basis of the information contained in this Prospectus, copies of which are available for collection from the Company, the Lead Manager, the Selling Agents or by visiting the websites of the Company (www.saudiacatering.com) or the CMA (www.cma.org.sa). Saudi Fransi Capital (“SFC”) has been appointed by the Company to act as a financial advisor in respect to the Offering (the “Financial Advisor”).