Riyadh, Kingdom of Saudi Arabia – Mutlaq Al-Ghuwairi Contracting Company (“the Company”) today announces the offering of a portion of its shares through an initial public offering (“the Public Offering” or “the Offering”) and the listing of all of its shares on the main market with Tadawul Saudi Arabia.

Mutlaq Al-Ghuwairi Contracting Company is one of the leading companies in the Kingdom of Saudi Arabia (“the Kingdom”) in the field of design, supply and construction works, and a prominent provider of operation and maintenance services. The company’s work is based on the implementation, operation and maintenance of major vital infrastructure projects of a complex technical nature, in the water, transportation and urban development sectors.

On December 31, 2025, the Capital Market Authority (“the Authority”) announced its approval of the Company’s request to register its shares and offer (240,000,000) shares for public subscription (“Offering Shares,” each referred to as an “Offering Share”), representing (30%) of the Company’s issued capital. The Offering Shares will be sold by a number of existing shareholders [1] (collectively referred to as the “Selling Shareholders”).

The final price of the offering shares will be determined after the book-building process is complete. The company will not issue any new shares as part of the offering and will not receive any share of the net proceeds.

The proceeds from the offering – after deducting offering expenses – (“net proceeds from the offering”) will be distributed to the selling shareholders according to their respective ownership percentage in the offering shares.

This offering will be available to individual and institutional investors, including institutional investors (excluding U.S. persons) outside the United States, in accordance with Regulation S issued pursuant to the U.S. Securities Act of 1933 and its amendments.

Overview of Mutlaq Al-Ghuwairi Contracting Company

Mutlaq Al-Ghuwairi Contracting Company executes vital infrastructure projects in the Kingdom of Saudi Arabia, within the water, transportation, and urban development sectors, with competence, reliability, and on a large scale.

• A leading national company in the field of design, supply and construction of infrastructure projects, and a prominent provider of operation and maintenance services, contributing to the completion of vital infrastructure projects across the regions of the Kingdom.
• Its operations are mainly carried out in major sectors such as water infrastructure projects, transportation facilities, in addition to a select sample of urban development projects.
• It began its operations in the Kingdom in 1977 AD, and is based on nearly five decades of experience in achieving and adapting to different circumstances in carrying out its work.
• The company’s business model is centered around design, supply, construction, operation and maintenance, enabling it to participate in the entire lifecycle of infrastructure projects.
• It has specialized engineering capabilities that include more than 450 engineers within its internal staff, and a workforce exceeding 4,700 employees ( as of December 31, 2025 ) .
• It has an extensive and long-standing network of relationships in the Kingdom with prominent government entities and a distinguished segment of private sector clients.
• It has a distinguished track record in project completion, having successfully delivered more than 80 projects over the past five years, reflecting outstanding and sustainable operational capabilities within its business areas.
• It is characterized by a financial position that is not burdened with assets, is almost debt-free, and has high levels of profitability, which enhances performance flexibility and allows it to develop its business through its own capabilities.
• It relies on following a clear strategic methodology in project selection, structural risk management, and a balanced approach to working capital management, which enhances the sustainability of profit margins.
• Its performance is based on a well-established governance framework that supports effective risk management, promotes transparency and accountability, and is led by a management team with extensive experience and a distinguished track record in managing the company.

On this occasion, Mutlaq bin Damouk bin Mutlaq Al-Ghuwairi Al-Otaibi, Founder and Chairman of the Board, said: “For nearly five decades, Mutlaq Al-Ghuwairi Contracting Company has contributed to the implementation of water, transportation and urban development projects that communities and business sectors across the Kingdom depend on daily. The company’s growth has been based on long-term partnerships with governmental, semi-governmental and private sector entities, and on a continuous focus on engineering excellence, execution discipline and operational reliability, in recognition that essential projects represent a cornerstone of daily life and an engine for national development.”

As the Kingdom enters a new phase of investment in infrastructure and public services under Vision 2030 and beyond, coupled with accelerating economic activity and population growth, we see these market opportunities translating into a substantial multi-year portfolio of funded tenders in the company's core sectors, particularly water and transportation, where reliable execution, local capacity, and a proven track record are critical. Our decision to proceed with the IPO reflects our confidence in these factors.

This initial public offering allows investors to participate in the journey of a company with a proven track record of achievements and a clear focus on creating long-term value and supporting sustainable development in the Kingdom.”

Engineer Omar bin Bajad bin Hadhli Al-Dalbahi, CEO, said:

"Mutlaq Al-Ghuwairi Contracting Company enters the financial markets from a position of strength, with a robust backlog of projects and an attractive portfolio of opportunities. This is underpinned by contracts for essential infrastructure projects across the Kingdom, providing greater revenue visibility and supporting business growth momentum. Our performance is based on disciplined bidding processes, rigorous project management, and the ability to deliver reliable execution in complex operating environments. Above all, our engineers, operators, and project teams are the ones who make operational excellence a consistent standard in our business."

From 2026 onwards, our strategy is to consolidate our position in our local market and deepen our activity in sectors where we have proven expertise, namely water utilities, transportation, and urban development. We are also exploring a carefully considered expansion into new sectors such as energy, focusing on high-value areas that align with our engineering capabilities, and where there are suitable profit prospects and manageable risks.

The move to a listed company reinforces our ambition to operate according to the highest standards of governance, transparency, and capital discipline. It also gives us greater flexibility to invest in capabilities that enhance returns, while maintaining a clear focus on delivering returns to shareholders through consistent cash flow, sustainable margins, and quality execution. We look forward to welcoming new shareholders to Mutlaq Al-Ghuwairi Contracting Company as we continue to deliver critical infrastructure projects and build long-term value together.

Key elements of investment

Mutlaq Al-Ghuwairi Contracting Company: Partners in building solid foundations that extend for generations

National leadership in the design, supply, construction, operation and maintenance of vital and essential infrastructure projects.

• A company with a well-established presence spanning nearly five decades, which has given it extensive knowledge and deep experience of the operating environment in the Kingdom.
• Its strategy is clearly based on priority infrastructure projects, including water, transport and urban development facilities, where reliability and quality of execution are key elements.
  • For example, the company executed and installed one of the largest carbon steel water transmission lines in the Kingdom, as part of the Al-Maghmas tanker transmission system project in Makkah, ahead of schedule, at a cost of approximately 1.2 billion Saudi Riyals. The line extends for about 155 kilometers, with diameters of up to 2.5 meters, and a design transmission capacity of 2.5 million cubic meters per day .
• The company’s experience is reflected in its proven track record in project execution, having delivered more than 80 projects over the past five years .

High excellence in execution, exceptional delivery performance, and a well-established safety culture.

• The company has a well-established reputation and a strong track record of delivering projects on schedule and with cost discipline.
• The company applies integrated governance and operational controls across the entire project lifecycle, including engineering, procurement, construction, commissioning and handover.
• Its specialized engineering team also includes more than 450 engineers, as of December 31, 2025, who possess extensive experience in designing and implementing complex projects and developing advanced technical solutions.
• The company has an abundance of technical and human resources that support disciplined execution, with a workforce of more than 4,700 employees as of December 31, 2025, enabling it to deliver multiple projects reliably in various regions of the Kingdom.
• The company has established a strong corporate culture in the areas of health, safety and environment, supported by leading performance indicators, including very low injury rates, with the average recordable injury rate being 0.08 as of December 31, 2025.
• The company has a proven ability to deliver reliable execution in complex operating environments and across multiple stakeholders, as demonstrated by its execution of major infrastructure projects that require extensive stakeholder coordination and integration with existing networks .
• Quality of execution contributes to increasing the chances of repeat business, consolidating customer confidence, and enhancing the company's reputation .

A competitive environment with high barriers to entry, supported by rigorous qualification frameworks and a broad track record of accreditation with strategic clients.

• There are structural barriers in tendering processes, including technical capabilities, financial qualifications, equipment availability, and depth of resources, which by their nature limit the scope of actual and serious competition .
• Local content and regulatory compliance requirements also contribute to competitiveness, supporting local companies with appropriate operational size and a proven track record .
• The company’s well-established systems, references, and executive track record represent a sustainable competitive advantage compared to smaller or newer market entrants .
• The company has obtained extensive qualifications from major entities in the public and private sectors; as of December 31, 2025, the company was accredited by 30 major entities in the public and private sectors, including Al-Hair Environmental Services Company, the Riyadh Region Municipality, the Ministry of Transport and Logistics, and Stream Water Transport Company.

Deep and long-standing relationships with leading entities in the public and private sectors

• The company enjoys strong and longstanding relationships with key players in both the public and private sectors. Mutlaq Al-Ghuwairi Contracting has worked with prominent government clients for over 30 years, including 35 years with the Ministry of Transport and Logistics and 33 years with entities related to the National Water Company.
• The company also has a deep understanding of customer requirements, preferences, and procurement procedures, which enhances the effectiveness of bid submissions, supports the speed and smoothness of implementation, and strengthens competitiveness beyond the price element.
• The company has demonstrated a proven ability to win a significant share of major tenders when participating in them.
  • In 2025, the company submitted bids for 64 tenders, of which 26 were awarded, with a total value of approximately SAR 27.8 billion. The company won five of these tenders, with a total value of approximately SAR 8.5 billion, representing 19% of the total number of awarded tenders and 31% of their total value.
• The frequency of business and the depth of relationships also contribute to enhancing the company's resilience and supporting the sustainability of its future project portfolio .
• The company has a proven track record of success in public-private partnership (PPP) projects. With the increasing adoption of this model across its core business sectors, the company is well-positioned to capitalize on upcoming tenders under this model.

A strong track record of planned work and a promising project portfolio aligned with strategic growth.

• The company has a substantial backlog of work under contract, valued at approximately SAR 10.6 billion as of March 31, 2026. The backlog of work to revenue is 2.7 times (based on revenue for the last twelve months as of Q1 2026), providing clarity for future revenue and operational planning.
• The portfolio of projects to be implemented also includes a mix of projects that are consistent with the company’s strengths in critical infrastructure, enhancing confidence in its ability to execute and supporting discipline in margins.
• The anticipated portfolio of projects in the Kingdom is expected to contribute to the renewal of the company's planned workload, driven by national programs that are leading multi-year, large-scale projects in the company's core sectors. According to a market study conducted by Kearney, the planned projects in the company's core markets include the following:
  • Water projects planned for the period 2025-2030 with a value of 279 billion Saudi Riyals.
  • Transportation projects planned for the period 2025-2030 with a value of 672 billion Saudi Riyals.
  • Urban development projects planned for the period 2025-2030 with a value of 2,078 billion Saudi Riyals.
• Although these figures represent total estimated spending in the market, the company’s established position in these sectors provides a strong platform to capture an influential share of this future portfolio of projects.

High structural profitability driven by pricing discipline, procurement efficiency, and a flexible cost base, supported by a strong and sustainable financial position and cash flows.

• The disciplined approach taken by Mutlaq Al-Ghuwairi Contracting Company in selecting projects, bidding for tenders, and executing them is embodied in outstanding financial performance, including:
  • Contract revenues increased by 56.1% between 2022 and 2025 (from SAR 2,286.4 million to SAR 3,570 million), driven by sustained revenue conversion of planned work and disciplined execution. In the first quarter of 2026, contract revenues increased by 58.8% year-on-year to reach SAR 967 million.
  • Net profit increased by 33.9% between 2022 and 2025 (from SAR 611.0 million in 2022 to SAR 819 million in 2025). This performance reflects the company's ability to achieve sustainable profitability thanks to rigorous project governance, effective risk management, strong relationships with suppliers and subcontractors, and a flexible asset-based business model . In the first quarter of 2026, net profit increased by 85.3% year-on-year to SAR 202 million.
• The superior margins are also based on a selective approach to bidding and risk-proportional pricing, where supplier inputs, risk reserves, overheads and margin expectations are incorporated into the pricing model, within a structured process of reviewing commercial viability and evaluating bids.
  • The net profit margin for fiscal year 2025 was 23%, while the EBITDA margin was 26%. The net profit margin for the first quarter of 2026 was 21%, and the EBITDA margin was 23%.
• The company has strong procurement capabilities, solid relationships with suppliers, and a diverse network of subcontractors that ensure cost control and flexibility in implementation.
• The flexible general and administrative expense structure also supports the company’s operational leverage as business volume increases .
• The company enjoys a strong financial position with virtually no debt and a positive net cash position; there were no outstanding loans as of December 31, 2025, with available credit facilities. Furthermore, the company had no outstanding debt or leverage as of the first quarter of 2026.
• The company has a strong track record of cash flows that supports self-financed growth and adaptability to economic cycles.
• A flexible business model in terms of assets helps reduce capital needs and support returns.
• The company’s strong and flexible financial structure allows it to invest in competencies, systems and selective expansion, while maintaining financial discipline .

The growth strategy adopted by Mutlaq Al-Ghuwairi Contracting Company

Market opportunity: Strong, well-funded, multi-year demand in the company's core sectors.

The Kingdom’s Vision 2030 is driving a long-term, funded investment cycle in the water, transport, and urban development sectors, which are the core sectors in which Mutlaq Al-Ghuwairi Contracting Company is active , creating a sustainable demand for design, supply, and construction work, along with a growing need for operation and maintenance work for new and developed national assets.

• The Kingdom’s Vision 2030 programs contribute to the formation of a large, multi-year national investment portfolio, which enhances the demand for design, supply, construction, operation and maintenance work in basic infrastructure, and the impact of this extends beyond 2030.
• Water infrastructure is a vital strategic sector . According to a market report by Kearney, the value of planned water projects for the period 2025–2030 is approximately SAR 609 billion, supporting continued investment in transmission lines and large-scale water security facilities.
• The transport sector is witnessing a major investment cycle. According to the same report, the value of planned transport projects for the period 2025-2030 amounts to approximately 1,463 billion Saudi riyals, supported by national strategies that include the National Transport and Logistics Strategy and the Roads Sector Strategy, in addition to large-scale national programs such as major railway projects and airport development.
• Urban development also provides a large-scale structural extension: planned urban development projects for the period 2025-2030 are estimated to be worth SAR 4,481 billion, driving demand for enabling infrastructure and civil works on an unprecedented scale.
• On another front, major global events will contribute to accelerating implementation schedules, as the requirements for hosting Expo 2030 and the 2034 FIFA World Cup reinforce the need for reliable and timely delivery of transport facilities and supporting urban assets.

Strategic Foundations

In this context, Mutlaq Al-Ghuwairi Contracting Company adopts a comprehensive and disciplined growth strategy that allows it to benefit from this sustainable investment in infrastructure.

Establishing leadership in water sector infrastructure

• The water sector infrastructure remains the cornerstone of Mutlaq Al-Ghuwairi Contracting Company’s business, supported by a long-standing and indispensable national demand.
• The company continues to focus on large-scale water transmission line projects, reservoirs, pumping stations, and associated infrastructure, as vital elements of water security.
• The company also benefits from decades of executive experience, strong client relationships, and a proven ability to execute water projects of national importance.
• The company benefits from the Kingdom of Saudi Arabia’s position as the second largest consumer of water per capita annually in the world, and from the sustainable investments in water sector infrastructure within the Kingdom’s Vision 2030.

Maintaining and expanding the activity of the transport sector's infrastructure

• The transport sector infrastructure continues to play its role as a fundamental and complementary pillar within the company's activities.
• The company focuses on road, highway, transport corridor and associated civil works projects, in support of national mobility priorities, logistics and urban connectivity.
• This approach is based on extensive experience in implementing projects within populated urban environments with strict controls, including safety improvement and network expansion projects.
• It supported long-term demand resulting from population growth, urbanization, and major national programs.

Selective expansion in the urban development sector

• The company is selectively expanding into the urban development sector as a disciplined extension of its capabilities in civil engineering, design, procurement and construction.
• The company also participates selectively in projects that align with its core competencies, while avoiding any expansion that would lead to an unjustified increase in operational risks or capital requirements .
• The company supports the infrastructure facilities and support services necessary for large-scale residential, commercial and mixed-use projects within the Kingdom’s Vision 2030.
• The company's focus remains on quality of execution, maintaining margins, and discipline in risk management.

Targeting entry into the energy sector infrastructure (particularly gas)

• The company aims to expand selectively in the energy infrastructure sector, primarily in gas-related design, supply and construction projects, as this is a large and structurally attractive adjacent area .

• This trend is based on a number of supporting factors, most notably:
  • Awarding of modern national projects related to the gas sector with a value exceeding 50 billion Saudi Riyals .
  • It also relies on Saudi Aramco’s strategic objective of expanding gas-based power generation capacity as part of the Kingdom’s energy sector transformation and growing domestic demand .
• This expansion relies on well-established and directly transferable engineering and execution capabilities from water transmission line activities within the design, supply and construction works, which reduces execution, technical and capital risks, and enhances the ability to capture market share .
• Growth in the energy sector remains disciplined and based on capabilities, not driven by chance opportunities .

Expansion of operations and maintenance work

• Operation and maintenance services enable the company to remain involved with projects after construction work is completed, which enhances project continuity and strengthens relationships with clients.

• Operation and maintenance contracts also contribute to raising the quality of earnings by adding a recurring revenue layer alongside design, supply and construction work.
• It supports margin sustainability, cash flow stability, and promotes a deeper understanding of long-term asset performance.
• It also enhances long-term customer retention through major design, supply, and construction programs.

Key information about the offering

• The offering consists of offering two hundred and forty million (240,000,000) ordinary shares of the company, representing thirty percent (30%) of the company’s capital.
• The offering will be a sale of existing shares by the selling shareholders, and the company will not issue any new shares in connection with the offering.
• The net proceeds from the offering will be distributed to the selling shareholders on a pro rata basis according to their respective ownership percentage in the offering shares, and the company will not receive any part of the proceeds from the offering.
• The shares will be offered for subscription to institutional investors (“Participating Categories”) and individual investors (“Individual Subscribers”), in accordance with the Capital Market Law and its implementing regulations.
• A maximum of 240 million (240,000,000) shares, representing 100% of the offering, will be allocated to participating groups. If there is sufficient demand from individual subscribers, and participating groups subscribe for all their allocated shares, the financial advisors, in coordination with the company, may reduce the number of shares allocated to participating groups to 168 million (168,000,000) shares, representing 70% of the offering.
• A maximum of seventy-two million (72,000,000) shares, representing thirty percent (30%) of the offering shares, will be allocated to individual subscribers.
• After the offering is completed and all regulatory and listing requirements are met, the shares will be listed and trading will commence on the main Saudi Stock Exchange.
• The offering is expected to result in a free float – i.e., a percentage of public ownership – that is in line with applicable regulatory requirements, thereby enhancing liquidity and providing broader access for investors in the market.
• Major shareholders and shareholders acting in concert are subject to a six-month lock-up period commencing from the date the company's shares begin trading. Additionally, the company may not list shares of the same class for a period of six months from the date the company's shares begin trading. [7]
• Al Rajhi Financial Company and Morgan Stanley Saudi Arabia have been appointed as joint financial advisors, joint bookrunners, and joint underwriters in connection with the offering.
• Al Arabi Financial and Emirates NBD Capital Saudi Arabia have been appointed as joint bookrunners and joint underwriters in connection with the offering.
• Albilad Investment Company and Arqaam Capital Financial Company have been appointed as joint bookrunners in connection with the offering.
• Al Rajhi Financial Company was appointed as the subscription manager .
• Moelis & Company Saudi Arabia Limited has been appointed as an independent advisor to the company.
• The recipients include Arabi Financial Company, Alinma Investment Company, Saudi Fransi Capital Company, Al Rajhi Financial Company, Riyad Financial Company, Albilad Investment Company, Aljazira Capital Markets Company, Investment Securities Brokerage Company, Derayah Financial Company, Al Ahli Financial Company, Yaqeen Financial Company, Alkhabeer Financial Company, Alawwal Investment Company, Sahm Capital Financial Company, GIB Capital Company, Musharaka Financial Company, EFG Hermes Saudi Arabia Company, Asset Returns Financial Company, and Dinar Company.
• Copies of the prospectus are available on the websites of the company ( www.mgc.com.sa/ipo ), the Capital Market Authority ( www.cma.org.sa ), and Tadawul ( www.saudiexchange.sa ). The joint financial advisors for the offering are Al Rajhi Capital ( www.alrajhi-capital.com ) and Morgan Stanley ( www.morganstanley.com ) .
• Investors are advised to refer to the prospectus for further details regarding the expected timeline, subscription procedures, allocation mechanism, and terms and conditions of the offering.

The offering is limited to two categories of investors (collectively referred to as “subscribers”):

• Segment (A) Participating Categories: This segment includes entities entitled to participate in the book-building process in accordance with the instructions for book-building and share allocation in initial public offerings issued by the Capital Market Authority (collectively referred to as the “Participating Categories” and each as a “Participating Category”). The number of offering shares to be initially allocated to the Participating Categories is two hundred and forty million (240,000,000) offering shares, representing one hundred percent (100%) of the offering shares. The final allocation will take place after the subscription period for individual subscribers (as defined in Segment (B) below). If there is sufficient demand from individual subscribers, the financial advisors, in coordination with the company, may reduce the number of offering shares allocated to the Participating Categories segment to a minimum of one hundred and sixty-eight million (168,000,000) offering shares, representing seventy percent (70%) of the offering shares. The number and percentage of shares allocated to participating groups are determined by financial advisors in coordination with the company using a discretionary allocation mechanism, and accordingly, some participating groups may not be allocated any shares.
• Tranche (B) Individual Subscribers : This tranche includes any natural person who has an investment account and an active portfolio with one of the receiving entities, or who is entitled to open an investment account with a financial market institution and an active investment portfolio with one of the receiving entities, or who is entitled to open an investment account with a financial market institution (collectively referred to as “Individual Subscribers,” each as an “Individual Subscriber,” and collectively referred to with the participating categories as “Subscribers”). If a subscription is made twice, the second subscription will be considered void, and only the first subscription will be valid. A maximum of seventy-two million (72,000,000) shares will be allocated to individual subscribers, representing thirty percent (30%) of the total offering shares. If individual subscribers do not subscribe for the full number of shares allocated to them, the financial advisors, in coordination with the company, may reduce the number of shares allocated to individual subscribers proportionally to the number of shares subscribed for by them.

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