Arabic
The Board of the Capital Market Authority,
based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],
hereby decides
(a) The Rules for Offering Securities and Continuous Obligations issued by board Decision 3-123-2017 dated 9 Rabi Al-Thani 1439 corresponding to 27 December 2017, as amended by board Decision 1-94-2025 dated 9 Rabi Al-Awwal 1447 corrosponding to 1 September 2025, are hereby amended as follows:
1․ Amending article 74(d) and (e) of the rules by replacing the phrase “qualified investors” with the phrase “qualified investors in the parallel market.”
2․ Amending article 79(f) and article 83(d) of the rules by replacing the phrase “for the qualified investor” with the phrase “for the qualified investor in the parallel market”.
3․ Amending article 85(a), (b), (c), and (d) of the rules by replacing the phrase “for qualified investors” with the phrase “for qualified investors in the parallel market”. It enters into force from the date of its publication.
(b) The definition of the term “qualified investor” contained in the List of Terms Used in the Regulations and Rules of the Capital Market Authority issued by board Decision 4-11-2004 dated 20 Sha’ban 1425 corresponding to 4 October 2004, as amended by board Decision 1-94-2025 dated 9 Rabi Al-Awwal 1447 corresponding to 1 September 2025, is hereby amended as follows:
Qualified investor in the parallel market: In part 8 of the Rules for Offering Securities and Continuous Obligations, in articles 48 and 49 of the Investment Funds Regulation, and in article 46 of the Real Estate Investment Funds Regulation, it means any of the following:
1․ Capital market institutions acting for their own account.
2․ Clients of a financial market institution licensed to engage in management works, provided that the financial market institution has been appointed under conditions that enable it to take decisions regarding the acceptance of participation in the offering and investment in the parallel market on behalf of the client without the need to obtain his prior approval.
3․ The government of the Kingdom, or any government entity, or any international body recognized by the authority, or the market, and any other financial market recognized by the authority, or the depository center.
4․ Companies owned by the government, directly or through a portfolio managed by a financial market institution licensed to engage in management works.
5․ Companies and funds established in the States of the Cooperation Council for the Arab States of the Gulf.
6․ Investment funds.
7․ Any other legal persons who may open an investment account in the Kingdom and an account with the depository center.
8․ Natural persons who may open an investment account in the Kingdom and an account with the depository center, and meet any of the following criteria:
(a) That he has made transactions in the securities markets with a total value of not less than 20,000,0000 Saudi Riyal during the past 12 months.
(b) The value of his net assets must not be less than 5,000,000 Saudi Riyal.
(c) He must work or have previously worked for at least three years in the financial sector.
(d) That he holds the general certificate for dealing in securities approved by the authority.
(e) That he holds a professional certificate specialized in the field of securities business approved by an internationally recognised entity.
9․ That he works or has previously worked as a member of the board of directors or a member of specialized committees subordinate to the board of directors in companies listed in the parallel market.
10․ Any other persons specified by the authority.
It enters into force on the date of its publication.
(c) Article 48(p) and article 49(k) of the Investment Funds Regulation issued by board Decision 1-219-2006 dated 3 Dhu Al-Hijja 1427 corresponding to 24 December 2006, as amended by board Decision 1-54-2025 dated 23 Dhu Al-Qa’dah 1446 corresponding to 21 May 2025, is hereby amended by replacing the phrase “categories of qualified investors” with the phrase “categories of qualified investors in the parallel market”. They enter into force on the date of their publication.
(d) Article 46(b) of the Real Estate Investment Trusts Regulation issued by board Decision 1-193-2006 dated 19 Jumada Al-Thani 1427 corresponding to 15 July 2006, as amended by board Decision 1-54-2025 dated 23 Dhu Al-Qa’dah 1446 corresponding to 21 May 2025, is hereby amended by replacing the phrase “categories of qualified investors” with the phrase “categories of qualified investors in the parallel market”. It enters into force from the date of its publication.
(e) The content of paragraphs (a), (b), (c), and (d) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.
Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz
Issued on: 3 Jumada Al-Thani 1447
Corresponding to: 24 November 2025
Published in Umm Al-Qura 5146 issued on 27 February 2026.