The Government of the Kingdom of Saudi Arabia (the “Government“) and Saudi Arabian Oil Company (Saudi Aramco), the world’s largest integrated energy and chemicals company (the “Company“), today announce the launch of a secondary public offering of ordinary shares of the Company (the “Offering“) by the Government that will commence on Sunday, 2 June 2024.

OFFERING HIGHLIGHTS

·    The Offering comprises a secondary public offering of 1.545 billion shares of the Company (the “Offer Shares“), representing approximately 0.64% of the Company’s issued shares.

·    The Offering will commence on Sunday, 2 June 2024 (for more details, please refer to the timetable (Key Offering Dates) set forth below).

·    The price range for the Offer Shares is expected to be between SAR 26.70 and SAR 29.00 per share.

·    For the purposes of allowing the Stabilizing Manager (as defined below) to cover short positions resulting from any over-allotments, the Government has granted the Stabilizing Manager an option (the “Over-allotment Option“) or “greenshoe”, pursuant to which the Stabilizing Manager may purchase from the Government up to 10% of the number of Offer Shares, at the final offer price. The Over-allotment Option will be exercisable in whole or in part upon notice by the Stabilizing Manager, at any time on or before 30 calendar days after the commencement of trading of the Offer Shares on the Saudi Exchange, which is expected to be Sunday, 9 June 2024. Assuming the exercise of the Over-allotment Option in full, the Offering will comprise approximately 0.70% of the Company’s issued shares.

·    Pursuant to the Bookrunners’ Agreement and the Coordination Agreement, the Government and the Company will be restricted from disposing of the Company’s shares and the Company will be restricted from issuing or disposing of new shares, in each case, for six months following the closing date of the Offering, which is expected to be Tuesday, 11 June 2024, subject to certain exceptions and unless waived by the Joint Global Coordinators (as defined below).

·    The Offering will be made to institutional investors in the Kingdom of Saudi Arabia, institutional investors located outside the Kingdom of Saudi Arabia who are qualified in accordance with the Rules for Foreign Investment in Securities to invest in listed securities and eligible retail investors in the Kingdom of Saudi Arabia and other GCC countries. Outside the Kingdom, the Offering will be made in compliance with Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act“).

·    In relation to the Offering, Saudi Aramco intends to conduct a series of meetings with institutional investors from Sunday, 2 June to Thursday, 6 June 2024.

·    154.5 million Offer Shares, representing 10% of the number of Offer Shares (excluding shares issued pursuant to the Over-allotment Option), will be allocated to retail investors, subject to receiving sufficient demand from retail investors. If there are any updates or amendments to the terms and conditions applicable to the Offering, including the number of Offer Shares, an announcement will be made.  However, no amendments will be made to the number of Offer Shares allocated to retail investors.

·    The Government will receive all of the net proceeds of the Offering and will reimburse the Company for all fees, costs and expenses it incurs in connection with the Offering. Accordingly, the Company will not receive any of the proceeds of the Offering and the Offering will not result in any dilution of the shares of the other shareholders of the Company.

ADVISORS AND OFFERING SYNDICATE

·    M. Klein and Company and Moelis & Company UK LLP are acting as Independent Financial Advisors (the “IFAs“) for the Offering.

·    Citigroup Saudi Arabia, Goldman Sachs Saudi Arabia, HSBC Saudi Arabia, J.P. Morgan Saudi Arabia Company, Merrill Lynch Kingdom of Saudi Arabia, Morgan Stanley Saudi Arabia and SNB Capital Company are acting as joint global coordinators and joint bookrunners (the “Joint Global Coordinators“) for the Offering.

·    Al Rajhi Capital, Riyad Capital and Saudi Fransi Capital are acting as domestic joint bookrunners for the Offering (together with the Joint Global Coordinators, the “Bookrunners“).

·    SNB Capital Company is acting as the Lead Manager of the Offering. Alinma Bank, Alrajhi Banking and Investment Corporation, Arab National Bank, Banque Saudi Fransi, Riyad Bank, Saudi Awwal Bank and Saudi National Bank are acting as the receiving entities for the Offering. Merrill Lynch Kingdom of Saudi Arabia is acting as the stabilizing manager (the “Stabilizing Manager“) for the Offering.

Key Offering Dates

Announcement of the launch of the Offering	Before 9:00 a.m. (Riyadh time) on Sunday, 2 June 2024.
Book-building period for institutional investors	A period starting at 9:00 a.m. (Riyadh time) on Sunday, 2 June 2024 and ending at 5:00 p.m. (Riyadh time) on Thursday, 6 June 2024.
Subscription period for retail investors	A period starting at 9:00 a.m. (Riyadh time) on Monday, 3 June 2024 and ending at 5:00 p.m. (Riyadh Time) on Wednesday, 5 June, 2024.
Announcement of the final offer price	Friday, 7 June 2024.
Announcement of the final allocation of the Offer Shares for institutional investors and retail investors	Friday, 7 June 2024.
Deadline for completion of the execution of the negotiated trades	Sunday, 9 June 2024 prior to the commencement of trading on the Saudi Exchange.
Deadline for the deposit of the shares into retail investors’ investment portfolio	Sunday, 9 June 2024 prior to the commencement of trading on the Saudi Exchange.
Expected commencement of trading in the Offer Shares	Investors are expected to be able to commence trading in the Offer Shares on the Saudi Exchange after the negotiated trades of the institutional investors are executed and retail investors’ shares are deposited in their respective investment portfolios on Sunday, 9 June 2024.
Deadline for the refund of excess subscription amounts (or as applicable, full subscription amounts) (if any) for retail investors	Tuesday, 11 June 2024.
The announcement of the cash settlement and refund of the excess subscription amounts (or as applicable, full subscription amounts) (if any)	Tuesday, 11 June 2024.
The announcement of the completion of the Offering and the total final Offering value	Tuesday, 11 June 2024.
Stabilization Period	From Sunday, 9 June 2024 until Tuesday, 9 July 2024.