Rules for Engaging in Debt-Based Crowdfunding

Significant Shareholders: Anyone who owns five percent (5%) or more of the Debt-Based Crowdfunding Company’s shares or voting rights. Article 2: Scope of Application These Rules shall apply to licensed Debt-Based Crowdfunding companies and those applying for a license to engage in Debt-Based Crowdfunding activity. Article 3: Purpose These Rules aim to: 1- Establish licensing procedures and requirements for Debt-Based Crowdfunding activity. 2- Set the minimum standards and procedures for Debt-Based Crowdfunding Companies when practicing the activity. Article 4: General Provisions 1- Debt-Based Crowdfunding activity shall not be carried out except after obtaining a license from SAMA in accordance with the Law and these Rules. 2- The Debt-Based Crowdfunding license application shall be submitted to SAMA in accordance with the Law and the requirements, guidelines and procedures set forth herein and as per the instructions issued by SAMA in this regard from time to time. Chapter II: Licensing Provisions Article 5: License Requests The Debt-Based Crowdfunding Company wishing to be licensed shall submit the license request to SAMA. Such request shall be accompanied by the following: 1- A completed license application form as provided by SAMA. 2- Articles of association . 3- A list of the founding members or shareholders, including the number and percentage of shares of each member or shareholder in the Company. 4- The Fit and Proper Form for founding members or shareholders, signed by every founding member or shareholder. 5- The Fit and Proper Form for board members, signed by every candidate for board membership. 6- An irrevocable bank guarantee for an amount equivalent to the minimum capital, issued in favor of SAMA by a bank licensed to operate in Saudi Arabia and renewed automatically until the capital is paid in full, if the license application is submitted for a company under establishment. Such guarantee shall be released upon the request of the license applicant in any of the following cases: i. If the capital is paid in cash. ii. If the license request is withdrawn. iii. If the license request is rejected by SAMA. 7- Draft agreements and proposed contracts with third parties. 8- The proposed business model of the Debt-Based Crowdfunding. 9- Any other documents, data, records or information required by SAMA. Article 6: Capital 1- Subject to the provisions of the Companies Law , the minimum capital for the Debt-Based Crowdfunding Company shall be SAR 5,000,000 (five million Saudi riyals). 2- Taking into consideration the associated risks of the activity and their nature, SAMA may increase or decrease the minimum capital based on the prevailing market conditions or if it deems that the Company’s proposed business model or the nature of its activity requires so. 3- The Debt-Based Crowdfunding Company shall obtain a written non-objection letter from SAMA before disposing of significant shareholders’ shares, stakes or shares of indirect ownership that affect 5% or more of the Company’s shares or voting rights. Article 7: Senior Management Requirements All candidates for supervisory and executive positions in a Debt-Based Crowdfunding Company must: a. Meet the professional eligibility requirements set by SAMA. b. Be permanent residents of the Kingdom of Saudi Arabia. c. Be professionally qualified and have sufficient experience in the field. d. Have not violated any of the provisions of the Banking Control Law , the Cooperative Insurance Companies Control Law, finance laws, or the Capital Market Law and its Regulations. e. Have not been previously convicted of an offense impinging upon integrity, unless rehabilitated in accordance with applicable laws. f. Have the sufficient solvency, and have not breached any financial obligations towards their creditors nor have given an indication that they cannot continue to meet their financial obligations towards their creditors. Article 8: Providing SAMA with the Information Required 1- The