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Saudi Fransi Capital outlines progress made to date of Zain KSA's Rights Issue - Regulatory ‎approval received, Tadawulaty e-voting facility now available and Banks' preparations underway

Saudi Fransi Capital outlines progress made to date of Zain KSA 's Rights Issue - Regulatory approval received, Tadawulaty e-voting facility now available and Banks' preparations underway
Riyadh - 9^th June 2012 - Saudi Fransi Capital , the lead manager of Mobile Telecommunications Company Saudi Arabia 's ("Zain KSA") planned Capital Restructuring today provided a progress update to the market.

Following receipt of the required approvals from the Capital Market Authority ("CMA") and Ministry of Commerce and Industry ("MoCI"), the date for the Extraordinary General Meeting ("EGM") for the shareholders of Zain KSA to approve a proposed capital reduction and capital increase by way of the Rights Issue (collectively, the "Capital Restructuring"), has been confirmed as 25^th June 2012. Saudi Fransi Capital and Al Rajhi Capital are financial advisers to the Capital Restructuring process.

E-Voting

Zain KSA 's shareholders are able to vote electronically in respect of the resolutions being proposed at the EGM through Tadawul using the Tadawulaty facility. This facility, which has been open by 4 pm on last Monday (04/06/12) (three weeks before the EGM) until 11am (KSA) on the date of the EGM (25/06/12) (the "deadline") is available for all shareholders owning 20 or more shares in Zain KSA . The eligible shareholders should visit the following website to register and vote http://tadawulaty.tadawul.com.sa

The electronic votes submitted before the above deadline by shareholders registered in the company's books at the close of trading on the 25/06/12 will be valid and counted along with physical votes made at the EGM.

Receiving banks

The list of banks who will be receiving applications for new shares in Zain KSA has been confirmed. The following banks are on the list and are now making preparations for the Rights Issue: Banque Saudi Fransi, Riyad Bank, NCB, Bank Al Jazira, Bank Al Bilad, ANB, Al Rajhi Bank, SAMBA, Saudi Investment Bank, Saudi Holland Bank, SABB and Al Inma Bank.

Prospectus

The red herring prospectus* in relation to the Rights Issue has been published on the website of the Capital Market Authority (in Arabic) at http://www.cma.org.sa/Ar/DocLib1/Zain-Redherring%20Prospectus.pdf.

Capital Restructuring information website

Zain KSA has created a new section on its investor relations website dedicated to providing information and updates on the Capital Restructuring process, as well as a regularly updated news and Q&A section. The website can be found at [http://www.sa.zain.com].

*The red herring prospectus has been approved and published by the CMA. However it does not contain the pricing details of the new shares to be issued by way of the Rights Issue. These details will be included in the final prospectus which will be published following the EGM.

About Zain KSA
Following a successful bid for the third mobile license in March 2007, Zain KSA commenced commercial operations in the Kingdom of Saudi Arabia in August 2008. Offering a wide array of advanced mobile voice and data services, and supported by a strong and appealing brand that has captured the heart and minds of the region, Zain KSA has established itself as a formidable operator covering over 90% of the Kingdom's populated area with national roaming agreements for the remaining areas. Most recently, Zain began upgrading its predominantly HSPA+ network and is today offering 4G LTE hi-speed internet broadband services in major cities across the Kingdom. Zain KSA is listed on the Tadawul (stock ticker code: 7030).

Enquiries:
Shareholders/Investors:
Investor Relations Department, Zain KSA
investor.relations@sa.zain.com
+966-592-444444 ext. 10959 | 10303 | 10857
Website: www.sa.zain.com

Enquiries: Media:
Media Department, Zain KSA
corporate.communications@sa.zain.com
+966-592-444444 ext. 10979
Website: www.sa.zain.com

LEGAL DISCLAIMER
This announcement has been issued by and is the sole responsibility of Zain KSA . No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any other person, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to, or publicly available to, any person, and any liability therefore is expressly disclaimed.

This announcement has not been reviewed or approved by any regulatory authority, including the Capital Market Authority of Saudi Arabia (the "CMA"), nor has any regulatory authority taken any steps to verify the information set out in it.

This announcement and the information contained herein does not constitute or form part of any offer or solicitation to purchase or subscribe for any securities in Zain KSA nor should it form the basis of, or be relied upon in connection with, any decision or commitment to purchase or subscribe for any securities in Zain KSA . Securities in Zain KSA will not be offered in any jurisdiction other than in compliance with the applicable laws, rules and regulations governing the issue, offering and sale of securities to the public.

This announcement and the information contained herein is not an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan. The securities of Zain KSA have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to registration of the securities under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

This announcement may contain "forward-looking statements". Such statements can generally be identified by their use of forward-looking words such as "intends", "plans", "estimates", "believes", "expects", "may", "will", "should", or "are expected", "would be", "anticipates" or the negative or other variation of such terms or comparable terminology. Forward-looking statements involve risks and uncertainties which could cause the actual results to be materially different from those expressed or implied by them. Many of these forward-looking statements relate to factors beyond Zain KSA 's ability to control or estimate precisely, such as future market conditions, and the behaviour of other market participants, and therefore undue reliance should not be placed on such statements. Neither Zain KSA nor any other person assumes any obligation to, and does not intend to, update or revise publicly these forward-looking statements, except as required pursuant to applicable law.

The value of shares can go down as well as up. Past performance is not a guide to future performance. The purchase of securities in a company involves financial risk. Before deciding to buy any securities and/or if you do not understand the contents of this announcement, you should consult a financial adviser and obtain your own financial advice.

© Press Release 2012

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