Prospectus of Arabian Internet and Communications Services Co. A closed Saudi joint stock company pursuant to Ministry of Commerce is made, the second subscription will be considered void and only the first subscription will Resolution No. 144 dated 08/05/1442H (corresponding to 23/12/2020G) and be accepted. A maximum of two million, four hundred thousand (2,400,000) Offer Shares, rep- registered in Riyadh under Commercial Registration No. 1010183482 dated resenting 10% of the total Offer Shares, will be allocated to Individual Investors, provided that Participating Parties subscribe to all the Offer Shares allocated thereto. In the event that 08/11/1423H (corresponding to 11/01/2003G) Individual Investors subscribe for all the Offer Shares allocated thereto, the Lead Managers Offering of twenty-four million (24,000,000) ordinary shares, representing shall have the right to reduce the number of shares allocated to Individual Investors in pro- 20% of the capital of Arabian Internet and Communications Services Co, for portion to the number of Offer Shares subscribed for thereby. public subscription at an Offer Price of [ • ] Saudi riyals (SAR [ • ]) per share Prior to the Offering, both Saudi Telecom Company (stc) and Telecom Commercial Invest- ment Company Limited (the "Selling Shareholders") own all the shares of the Company. Offering Period: Three (3) days commencing on Sunday, 12/02/1443H The Selling Shareholders will sell the Offer Shares in accordance with Table 5.1 “Ownership (corresponding to 19/09/2021G) and ending on Tuesday, 14/02/1443H Structure of the Company Pre-and Post-Offering” of this Prospectus and listed on page (corresponding to 21/09/2021G) 80 of this Prospectus. Upon completion of the Offering, Saudi Telecom Company ("stc") will own 79% of the shares, and accordingly will retain a controlling interest in the Company. The Arabian Internet and Communications Services Co. (the "Company" or "the Offering proceeds, less the Offering expenses, (“Net Proceeds”) will be distributed to the Issuer") is a closed Saudi joint stock company converted from a limited Selling Shareholders. The Company will not receive any part of the Net Proceeds (for further liability company to a closed joint stock company pursuant to Ministry details about Offering proceeds, please refer to Section 8 “Use of Offering Proceeds” of of Commerce Resolution No. 144 dated 08/05/1442H (corresponding to this Prospectus). The Offering is fully underwritten by the Underwriters (for further details 23/12/2020G) and registered under Commercial Registration No. 1010183482 about underwriting, please refer to Section 13 “Underwriting” of this Prospectus). stc may dated 08/11/1423H (corresponding to 11/01/2003G), and its registered address not dispose of its shares for a period of six (6) months (“Lock-up Period”) as of the date trad- is P.O. Box 50, Riyadh, 11372, Kingdom of Saudi Arabia (the “Kingdom”). ing starts on the Saudi Stock Exchange ("Tadawul" or the "Exchange"), as set out on page (xi) of this Prospectus. The Company has one substantial shareholder (who holds 5% or more of its shares), which is stc. Table (1-2) “The Substantial Shareholder, Number of Shares and The Company was established on 08/11/1423H (corresponding to 11/01/2003G) as a limited Ownership Percentage Pre-and Post-Offering” of this Prospectus sets out the ownership liability company with a fully paid-up capital of ten million Saudi riyals (SAR 10,000,000), di- percentage of the Company's substantial shareholder. vided into ten thousand (10,000) equal cash shares with a fully paid nominal value of one -corre) ـThe Offering Period for Individual Investors will commence on Sunday, 12/02/1443H thousand Saudi riyals (SAR 1,000) per share. The Company was registered in Riyadh under sponding to 19/09/2021G), and continue for a period of three (3) days up to and including Commercial Registration No. 1010183482 dated 08/11/1423H (corresponding to 11/01/2003G). the closing day on Tuesday, 14/02/1443H (corresponding to 21/09/2021G) (the "Offering Peri- Since inception, the Company’s capital has been increased several times. The capital was od"). Individual Investors may submit applications to subscribe for the Offer Shares during first increased, by virtue of a partners’ resolution amending the Company’s Memorandum of the Offering Period at certain branches of the Receiving Entities, or through the internet, Association on 14/04/1432H (corresponding to 19/03/2011G), from ten million Saudi riyals (SAR telephone banking or ATMs of the Receiving Entities listed on page (vii) of this Prospectus 10,000,000) to one hundred million Saudi riyals (SAR 100,000,000), divided into ten million (the “Receiving Entities”) that provide all or some of these services to their customers (for (10,000,000) equal cash shares with a nominal value of ten Saudi riyals (SAR 10) per share. further details, please refer to Section 17.3.2 “Subscription by Individual Investors” of this The increase of ninety million Saudi riyals (SAR 90,000,000) was covered through the cur- Prospectus). Participating Parties can bid for the Offer Shares through the Book-runners rent account of the partners. By virtue of a partners’ resolution amending the Company’s during the book building process, which takes place prior to the offering of the Shares to Memorandum of Association on 01/04/1442H (corresponding to 16/11/2020G), the Company's Individual Investors (for further details see Section 17.3.1 “Book Building for Participating capital was increased from one hundred million Saudi riyals (SAR 100,000,000) to one bil- Parties” of this Prospectus). lion, two hundred million Saudi riyals (SAR 1,200,000,000), divided into one hundred twenty million (120,000,000) equal cash shares with a nominal value of ten Saudi riyals (SAR 10) per Each Individual Investor who subscribes for the Offer Shares must apply for no less than share. The increase of one billion, one hundred million Saudi riyals (SAR 1,100,000,000) was ten (10) Offer Shares and no more than six hundred thousand (600,000) Offer Shares. The covered through capitalization of the retained earnings. On 16/05/1442H (corresponding to minimum allocation per Individual Investor is ten (10) Offer Shares, and the remaining Offer 31/12/2020G), the Company was converted from a limited liability company to a closed joint Shares, if any, will be allocated on a pro rata basis based on the number of Offer Shares stock company with a fully paid-up capital of one billion, two hundred million Saudi riyals applied for by each Individual Investor. In the event that the number of Individual Investors (SAR 1,200,000,000), divided into one hundred twenty million (120,000,000) ordinary shares exceeds two hundred forty thousand (240,000) Individual Investors, the allocation shall be with a fully paid nominal value of ten Saudi riyals (SAR 10) per share, pursuant to Ministry of made according to the instructions of the Company and the Lead Managers. Excess sub- Commerce Resolution No. 144 dated 08/05/1442H (corresponding to 23/12/2020G) (for further scription amounts (if any) will be refunded to the Subscribers without any charge or with- details about the Company's history, please refer to Section 4.2 “Corporate History and Evo- holding by the related Receiving Entities. Notification of the final allocation will be made on lution of Capital” of this Prospectus). or before 20/02/1443H (corresponding to 27/09/2021G) and the refund of excess subscription amounts (if any) will be issued on or before 22/02/1443H (corresponding to 29/09/2021G) (for As at the date of this Prospectus, the Company’s capital amounts to one billion, two hun- further details, see the Section “Key Dates and Subscription Procedures” on Page (xii) and dred million Saudi riyals (1,200,000,000) fully paid up, divided into one hundred twenty million Section 17 “Subscription Terms and Conditions” of this Prospectus). Drive (120,000,000) ordinary shares with a fully-paid nominal value of ten Saudi riyals (SAR 10) per share. The Company has one class of ordinary shares. None of the shares carry any preferential vot- ing rights. Each share entitles its holder to one vote and each Shareholder (collectively the The initial public offering (the “Offering”) consists of twenty-four million (24,000,000) ordi- Proactive, Inquisitive “Shareholders,” and each a “Shareholder”) has the right to attend and vote at the meetings nary shares (collectively, the “Offer Shares” and each an “Offer Share”) at an Offer Price of of the Ordinary and Extraordinary General Assembly of Shareholders (the “General Assem- [•] Saudi riyals (SAR [•]) per share, with a nominal value of ten Saudi riyals (SAR 10) per share bly”). The Offer Shares will be entitled to dividends declared by the Company as of the date and Inventive (“Offer Price"). The Offer Shares represent 20% of the Company’s capital. of this Prospectus (“Prospectus”) and subsequent financial years (for further details about The Offering shall be restricted to the following two groups of investors (“Investors”), as Dividend Distribution Policy, please refer to Section 7 “Dividend Distribution Policy” of this follows: Prospectus). Tranche (A): Participating Parties: this tranche comprises the parties entitled to participate Prior to the Offering, there has been no public market for the shares in the Kingdom or else- in the book building process as specified under the Instructions for Book Building Process where. The Company has submitted an application to the CMA for the registration and offer and Allocation Method in Initial Public Offerings (IPOs) (the “Book Building Instructions”) of shares, and an application to the Saudi Stock Exchange (Tadawul) for the listing of such issued by the Capital Market Authority (“CMA”) Board pursuant to Resolution No.