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] and the Companies Law issued by Royal Decree D/132 dated 1 Dhu Al-Hijja 1443 [30 June 2022],
hereby decides
(a) The amended Rules on the Offer of Securities and Continuing Obligations are hereby approved in accordance with the form attached, and they come into force from the date of their publication.
(b) The amendment to the Glossary of Defined 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, and amended by Board Decision 2-3-2026 dated 18 Rajab 1447, corresponding to7 January 2026, is hereby approved as follows:
1. Amending the definition of the term “sponsor” to read as follows:
“The person responsible for sponsoring the special purpose vehicle in accordance with the provisions of the Rules Governing Special Purpose Vehicles. In part 8 of the Rules on the Offer of Securities and Continuing Obligations, it means a capital market institution licensed to practice the activity of investment management and fund operation or the activity of investment management, which undertakes to establish a special purpose acquisition vehicle with the aim of acquiring or merging with an unlisted Saudi company.”
2. Adding the term “special purpose acquisition vehicle” and defining it as follows:
“A joint-stock company established in accordance with the provisions of the Companies Law with the aim of acquiring or merging with an unlisted Saudi company in accordance with the provisions of part 8 of the Rules on the Offer of Securities and Continuing Obligations.”
They enter into force on the date of their publication.
(c) The definition of the term “redeemable shares” contained in paragraph (c) of article 1 of the Executive Regulations of the Companies Law for Listed Joint Stock Companies, issued by Board Decision 8-127-2016 dated 16 Muharram 1438, corresponding to 17 October 2016, and amended by Board Decision 1-2-2026 dated 16 Rajab 1447, corresponding to 5 January 2026, is hereby amended as follows:
“Shares issued by the company are redeemable at the option of the company, or at the option of the shareholders of the special purpose acquisition vehicle, and in accordance with the terms and conditions of their redemption.”
It comes into force on the date of its publication.
(d) The content of paragraphs (a), (b), and (c) 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: 30 Rajab 1447
Corresponding to: 19 January 2026
Published in Umm Al-Qura 5170 issued on 8 July 2026.