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Financial Advisor and Sole Bookrunner

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Financial Advisor and Sole Bookrunner PROSPECTUS Offering of 462,500,000 Shares representing 50% of the total issued share capital of Saudi Arabian Mining Company (Ma'aden) through an Initial Public Offering at an Offer Price of SR20 per Share (representing a nominal value of SR10 per share and a premium of SR 10 per share) SAUDI ARABIAN MINING COMPANY (MA'ADEN) A Saudi Joint Stock Company established pursuant to Royal Decree M/17 dated 14/11/1417H (corresponding to 23/03/1997G) with Commercial Registration Number 1010164391 dated 10/11/1421H (corresponding to 04/02/2001G). Subscription Period from Saturday 02/07/1429H (corresponding to 05/07/2008G To Monday 11/07/1429H (corresponding to 14/07/2008G) Saudi Arabian Mining Company (Ma'aden) (hereinafter referred to as the “Company” or “Ma’aden”) was formed as a joint stock company pursuant to Royal Decree No. M/17 dated 14/11/1417H (corresponding to 23/3/1997G) and Council of Ministers Resolution No. 179 dated 8/11/1417H (corresponding to 17/03/1997G), with Commercial Registration Number 1010164391 dated 10/11/1421H (corresponding to 4/2/2001G) and with a share capital of SR4,000,000,000, comprising 400,000,000 shares with a nominal value of SR10 each (the "Shares") wholly owned by Government of the Kingdom of Saudi Arabia represented by the Public Investment Fund (“PIF”). Pursuant to Council of Ministers Resolution No. 49 dated 25/02/1429H (corresponding to 04/03/2008G) the capital of the Company was increased to SR 9,250,000,000 comprising 925,000,000 Shares with a nominal value of SR10 each through the subscription by the Government of the Kingdom of Saudi Arabia represented by the PIF of a total of 62,500,000 shares and the offer of 462,500,000 Shares to the public. This initial public offering (the "Offering”) of 462,500,000 Shares (collectively "Offer Shares” and each an “Offer Share”), representing in total 50% of the issued capital of the Company. The price of each Offer Share shall be SR 20 (comprising a nominal value of SR10 and a premium of SR10 per Share). The Council of Ministers Resolution No. 72 dated 3/4/1427H provided that the price of the Offer Shares should be determined by the mutual agreement of the Minister of Petroleum and Mineral Resources and the Minister of Finance (Chairman of the Board of the Public Investment Fund), having regard to the financial position of Maaden as at the date of the Offering. On 16/11/1428H, the Minister of Petroleum and Mineral Resources and the Minister of Finance, chairman of the Board of the Public Investment Fund agreed that the price of the Ma'aden Shares to be offered to the public will be SR 20, comprising a nominal value of SR10 and a premium of SR10. Subscriptions under the Offering will be restricted to the following tranches: Tranche (A) the General Organization for Social Insurance (“GOSI”) and the Public Pension Agency (“PPA”). At least 46,250,000 Offer Shares representing 10% of the Offer Shares will be allocated to GOSI and the PPA, each subscripting to 5%. Tranche (B) Institutional Investors ("Institutional Tranche"). This Tranche comprises a number of institutional investors (collectively referred to as “Institutional Investors”). The Institutional Investors shall be selected from among the institutions approached by the Sole Bookrunner after consultation with the Company in accordance with standards previously specified by the CMA. 124,875,000 Offer Shares representing 27% of the Offer Shares will be allocated to Institutional Investors. This allocation may be decreased down to 23,125,000 Offer Shares (representing 5% of the Offer Shares), in the event that the number of Offer Shares allocated to Individual Subscribers is increased as described below. Tranche (C) Individual Subscribers ("Retail Tranche"): includes Saudi individuals and Saudi women divorced or widowed having minor children from a non-Saudi husband who shall have the right to subscribe in their names for her own benefit (referred to individually as “Individual Subscriber” and collectively as "Individual Subscribers”). 291,375,000 Shares will be allocated to Individual Subscribers representing 63% of the Offer Shares. This allocation may be increased to 393,125,000 Shares (representing 85% of the Offer Shares). Pursuant to the Offering, the Company shall issue 462,500,000 new Shares, representing 50% of the issued capital of the Company following completion of the Offering. The Government of the Kingdom of Saudi Arabia (represented by the Public Investment Fund) shall hold the remaining 50% of the issued capital of the Company. The Company shall receive the subscription proceeds which shall be used, after the deduction of the subscription costs, to finance the Company’s expansion projects (see “Use of Proceeds” section and “Financing and Costs of Projects” section). This Offering has been fully underwritten (see “Underwriting” section). The subscription period will commence on Saturday 02/07/1429H (corresponding to 05/07/2008G) and will remain open for a period of 10 days up to and including Monday 11/07/1429H (corresponding to 14/07/2008G) (the “Subscription Period”) during which time subscription applications can be made through branches of any of the Receiving Banks identified on page 9. Each Individual Subscriber must apply for a minimum of 25 Offer Shares and not more than the maximum of 5,000,000. Institutional Investors may subscribe for Offer Shares through the Sole Bookrunner pursuant to a book building exercise to be conducted prior to the Retail Offering (see "Key Dates for Investors" section). Each Institutional Investor must apply for a minimum of 500,000 Offer Shares. No maximum limit is applicable to Institutional Investors. The Offer Shares comprised in the Retail Tranche shall be allocated in two stages. During the first stage at least 25 Shares shall be allocated to each Individual Subscriber. In the event that there is additional demand from Individual Subscribers, during the second stage each Subscriber for 2,000 shares or less shall receive full allocation of his subscription provided that the total allocated shares shall not exceed the total of the shares allocated to the Retail Tranche (291,375,000 shares). The remaining Offer Shares (if any) shall be allocated on a pro-rata basis to the number of Offer Shares applied for by the Subscriber. In the event that there is additional demand from Individual Subscribers, the number of Offer Shares allocated to Individual Subscribers may be increased by an amount of up to 101,750,000 shares resulting in a total allocation to the Retail Tranche of 393,125,000 shares representing 85% of the total Offer Shares. Excess subscription monies (if any) will be refunded to all Applicants (including Individual Subscribers and Institutional Investors) without any charge or withholding by the Receiving Banks. Notification of the final allotment and refund of subscription monies (if any) will be made no later than on Sunday 17/07/1429H (corresponding to 20/07/2008G) (see “Subscription Terms and Conditions – Allocation and Refund Policy” section). The Company has one class of shares. Each Share entitles the holder to one vote and each shareholder has the right to attend and vote at the shareholders' general assembly meeting (the "General Assembly"). The Offer Shares will be entitled to receive dividends declared by the Company for the financial year ending 31 December 2008 (see "Dividend Policy" section). 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 and all relevant approvals pertaining to this Prospectus and all other supporting documents requested by the CMA in addition to all relevant regulatory approvals required to conduct the Offering have been granted. Trading in the Shares is expected to commence on the Saudi Arabian Stock Exchange (the "Exchange") soon after the final allocation of the Shares (See "Key Dates for Investors"section). Subsequent to the commencement of trading of the Shares, Saudi nationals, GCC nationals, foreign individuals resident in Saudi Arabia, as well as majority Saudi or GCC owned companies, banks and Saudi and GCC investment funds will be permitted to trade in the Shares. The "Important Notice" and "Risk Factors" sections in this Prospectus should be considered carefully prior to making an investment decision in the Offer Shares pursuant to this Prospectus. Financial Advisor and Sole Bookrunner Lead Underwriter and Lead Manager Co-Underwriters Receiving Banks jkj This Prospectus includes information given in compliance with the Listing Rules of the Capital Market Authority of Saudi Arabia (the "CMA"). The Directors, whose names appear on page 4i, jointly and severally, 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 Exchange take no responsibility for the contents of this document, 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 document. English Translation of the Official Arabic Prospectus This Prospectus is dated 20/6/1429H (corresponding to 24/6/2008G) Important Notice This Prospectus provides full details of information relating to the Company and the Offer Shares. When applying for Offer Shares, investors will be treated as applying on the basis of the information contained in the Prospectus, copies of which are available for collection from the Receiving Banks or by visiting the Company's website, www.maaden.com.sa, or the Authority's website, www.cma.org.sa.
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