In accordance with Article 10(a)(1) of the Merger and Acquisition Regulations issued by the Board of the Capital Market Authority pursuant to Resolution No. 1-50-2007 dated 21/09/1428H (corresponding to 03/10/2007G), Saudi Aramco and Sumitomo announce that, on 03/02/1446H (corresponding to 07/08/2024G), they entered into a sale and purchase agreement (the “Sale and Purchase Agreement”), pursuant to which Saudi Aramco will acquire from Sumitomo 375,974,998 shares (the “Sale Shares”) in Petro Rabigh, representing approximately 22.5% of the share capital of Petro Rabigh.

Upon completion of the transaction, Saudi Aramco will own approximately 60% of the share capital of Petro Rabigh and Sumitomo will own 15% of the share capital of Petro Rabigh. The public will continue to own the remaining 25% of the share capital of Petro Rabigh.

Transaction Value

Saudi Aramco will acquire the Sale Shares from Sumitomo at a price of SAR 7.0 per share, equivalent to an aggregate purchase price of SAR 2,631,824,986.

Transaction Rationale

To reinforce Petro Rabigh’s balance sheet strength, and support delivery of Petro Rabigh’s strategy.

Transaction Terms

Subject to alignment with Petro Rabigh, Saudi Aramco and Sumitomo have agreed to take certain specific steps which aim to improve Petro Rabigh’s financial position and facilitate its turnaround strategy, which include:

- waiving existing revolving shareholder loans, which Saudi Aramco and Sumitomo made equally to Petro Rabigh, in the aggregate amount of US$1,500,000,000 (SAR 5,625,000,000), with US$1,000,000,000 (SAR 3,750,000,000) waived in 2024G and US$500,000,000 (SAR 1,875,000,000) waived in 2025G; and

- subject to the closing of the transaction, injecting SAR 5,263,649,972 (or SAR 2,631,824,986 from each of Saudi Aramco and Sumitomo) in additional funds into Petro Rabigh through mechanisms to be agreed with Petro Rabigh.

Relevant details on these proposed financial support measures will be announced by Petro Rabigh as soon as they are finalized.

Additional Information

Completion of the transaction is subject to certain conditions, including regulatory and third-party approvals set out in the Sale and Purchase Agreement.

Save as described above, the change in shareholding is not expected to have an impact on Petro Rabigh’s business. Saudi Aramco and Sumitomo will announce any material developments in respect of the Sale and Purchase Agreement as necessary.