The CMA announces the issuance of its resolution approving National Commercial Bank request to increase its capital from SAR 30,000,000,000 to SAR 44,780,000,000 by issuing 1,478,000,000 ordinary shares to merge Samba Financial Group into National Commercial Bank and transferring all of Samba Financial Group assets and liabilities to National Commercial Bank through a securities exchange offer.

National Commercial Bank capital increase shareholder circular will be published within sufficient time before the Extraordinary General Assembly Meeting. The shareholder circular must include all relevant information that the shareholders need to know before making an informed decision when voting on the capital increase for the purpose described, including the increase in capital and risk factors.

The CMA resolution included the approval of the proposed offer timetable, as well as the approval of the publication of the offer document by National Commercial Bank to Samba Financial Group shareholders to merge Samba Financial Group into National Commercial Bank through a securities exchange offer.

The offer document of National Commercial Bank will be published to Samba Financial Group shareholders to merge Samba Financial Group into National Commercial Bank through securities exchange within sufficient time before the Extraordinary General Assembly Meeting of Samba Financial Group The offer document must include all relevant information that the shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors.

If the shareholders of National Commercial Bank approved the capital increase, and the shareholders of Samba Financial Group accepted the offer in their Extraordinary General Assembly Meetings, the new shares will be issued to Samba Financial Group shareholders who are registered in the shareholders’ registry at the Securities Depository Center Company and the shares of Samba Financial Group will be delisted from the Saudi Stock Exchange after the merger decision becomes effective.

A voting decision without reading the shareholders circular and the offer document carefully reviewing its content may involve high risks. Therefore, the shareholder should carefully read the shareholders circular and the offer document to be able to reach a proper voting decision. If the shareholders circular and offer document prove difficult to understand, it is recommended to consult with an authorized financial advisor.

The CMA’s approval should never be considered as an endorsement of the merger’s feasibility. The CMA's approval of the application merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.