Dubai, United Arab Emirates : Dubizzle Group Holding PLC (“Dubizzle Group” or the “Company”, and together with its subsidiaries, the “Group”), the leading digital classifieds marketplace in the Middle East and North Africa, today announced its intention to proceed with its initial public offering (the “IPO” or the “Offering”) and listing of its ordinary shares (the “Shares”) on the Dubai Financial Market (the “Market”) .

Through its two leading platforms, dubizzle and Bayut, the dubizzle Group is a well-established name in the UAE. Through its integrated digital ecosystem, it connects individuals and businesses, including sellers and advertisers, with potential buyers across vital sectors, particularly real estate and cars.

Dubizzle is ranked as the leading car classifieds company in the UAE, and the group holds the number one position in the country's property classifieds market, reflecting its established position as the primary choice for real estate agencies, car dealers, and users alike .

Main points of the presentation :

• The offering represents approximately 30.34% of the total issued shares in the company's capital.
• The offering involves the sale of new shares issued by the company, in addition to existing shares owned by current shareholders.
• The final offering price is determined through the process of creating a subscription order book during the subscription period.
• The subscription period is scheduled to begin on October 23, 2025, and end on October 29, 2025, for both individual investors in the UAE and professional investors. The subscription for professional investors is expected to be priced and allocated on October 30, 2025.
• The Shares are expected to be admitted to trading on the Dubai Financial Market (“Admission”) on or about November 6, 2025.
• Prosus NV, one of the largest shareholders (through its subsidiary OLX BV), has committed to investing $100 million in the IPO as part of the offering, reflecting its continued strategic support for the Dubizzle Group.
• The offering is in compliance with the principles of Islamic Sharia .

Commenting on the upcoming launch, Imran Ali Khan, CEO of dubizzle Group, said: “Dubizzle Group is the leading digital classifieds marketplace in the MENA region, attracting 18 million monthly active users across diverse sectors including real estate, automotive, general merchandise, and more. Our platforms are deeply connected to the daily lives of individuals in the UAE, Saudi Arabia, and the rest of the MENA region, with dubizzle and Bayut being among the most recognized and trusted digital brands in the region. Our platforms help users make critical life decisions every day, such as buying a home, buying a car, or starting a new business, by providing a seamless and integrated digital experience.

We take pride in our partnerships with thousands of real estate agencies, developers, and car dealers, enabling them to reach their target audience more efficiently and supporting their business growth through innovative digital solutions that support market development and enhance transparency and credibility .

Mr. Khan explained , " The IPO represents a new and important phase in the journey of the Dubizzle Group. By expanding our shareholder base, we aim to accelerate our growth, strengthen our presence in the markets in which we operate, and create sustainable value for our users, customers, employees, and shareholders alike."

Prosus Investment

Prosus NV, the largest shareholder in the dubizzle Group (through its subsidiary OLX BV), has committed to investing USD 100 million in the group's initial public offering. This investment is part of the offering process and reflects the company's continued and long-standing support for the dubizzle Group.

Commenting on the investment, Fahad Baig, Head of Investments at Prosus, said: “Since our initial investment in Dubizzle Group in 2011, we have witnessed its growth into the region’s leading classifieds platform. This offering is a significant milestone and a testament to the vision and expertise of Dubizzle’s leadership team. We are delighted to support this leading local technology company in the next chapter of its growth.”

Prosus is a powerhouse of the world's leading lifestyle e-commerce brands, empowering over two billion customers worldwide with AI technology. It is listed on Euronext Amsterdam with a market capitalization of approximately $170 billion.

Offering details:

Dubizzle Group intends to offer 30.34% of its total issued share capital, equivalent to 1,249,526,391 shares, consisting of 196,114,887 new shares issued and sold by the Company (the "New Shares"), in addition to 1,053,411,504 shares sold by the Selling Shareholders of the Company (the "Offer Shares"). Both the Company and the Selling Shareholders reserve the right to amend the size of the Offering and the size of any Tranche at any time prior to the end of the Subscription Period at their sole discretion, in accordance with applicable UAE laws and notification to the Securities and Commodities Authority (the "Authority").

The offering will include:

• The public offering (“UAE Individual Subscription”) is open to individual investors in the UAE and other investors holding a National Investor Number with the Dubai Financial Market (as defined in the UAE Prospectus and referred to as “Tranche One” Subscribers), representing 3% of the total offering (equivalent to 37,485,791 Shares).
• An offering to qualified institutional investors and other investors in a number of countries, including the UAE (as defined in Securities and Commodities Authority Board of Directors Resolution No. 13/R.M of 2021 (and its amendments), as defined in the UAE Prospectus and referred to as the “Qualified Investors Offering” or “Second Tranche”), representing 97% of the total offering (equivalent to 1,212,040,600 Shares)

The subscription period for individuals in the UAE and qualified investors is scheduled to extend from October 23, 2025 to October 29, 2025.

The final offering price of the Shares (“Final Offering Price”) will be determined during the book-building process, with investors participating in the IPO in the UAE subscribing at the determined Final Offering Price .

The offering and listing are expected to be completed on or about November 6, 2025, subject to market conditions and the necessary regulatory approvals in the UAE, including the approval for subscription and trading on the Dubai Financial Market.

Subject to the terms of the individual share sale agreements and the underwriting agreement to be entered into between the Company and the Joint Bookrunners prior to the Listing Date, shares held by the Selling Shareholders, subject to customary exceptions, are subject to a lock-up period commencing on the Listing Date and ending 180 days later with respect to the Company and 365 days later with respect to the Selling Shareholders.

Furthermore, existing shareholders of the Dubizzle Group who are not participating in the Offering (“Non-Selling Shareholders”) will sign lock-up agreements with the Joint Bookrunners prior to the Listing Date (“Share Lock-up Agreements”) subject to which the Shares they hold will be subject to a lock-up period commencing from the Listing Date until the expiry of 365 days thereafter.

The primary use of the net proceeds from the offering received by the Company will be (1) to settle the Employee Stock Ownership Plan; (2) to fund strategic merger and acquisition opportunities; and (3) to maintain strategic flexibility for future growth.

In connection with the Public Offering, the Company and the Selling Shareholders will appoint X- Cube LLC, a stabilizing manager duly licensed by the Dubai Financial Market, to act as the stabilizing manager, which may, in accordance with applicable laws of the UAE, including the DFM Trading Rules, and for price stabilization purposes, enter into price stabilization transactions with the aim of supporting the share price on the Dubai Financial Market.

Following the offering, the company will appoint xCube LLC as a liquidity provider to list its shares on the Dubai Financial Market. This appointment will contribute to enhancing the tradability of Dubizzle Group shares by enhancing price stability and ensuring sufficient trading volumes at various price levels. Improved liquidity will also enhance the attractiveness of Dubizzle Group shares to a broader investor base, allowing greater trading flexibility for shareholders.

Details of the Offering will be published in an Arabic-language prospectus (the "UAE Offering Prospectus") and a public offering notice (the "Public Offering Notice") in relation to the UAE Individual Investors Offering, and in an English-language international offering notice in relation to the professional investor offering. The UAE Public Offering Notice and Prospectus were published today, and the international offering notice is expected to be published in due course. The UAE Offering Prospectus and the international offering notice will be available at: http://ipo.dubizzlegroup.com/

Rothschild & Co. has been appointed as independent financial advisor.

Emirates NBD Capital PJSC has also been appointed as the listing advisor.

Emirates NBD Capital PJSC, Goldman Sachs International, HSBC Bank Middle East Limited, and Morgan Stanley & Co. International have been appointed as Joint Global Coordinators and Joint Bookrunners.

Abu Dhabi Commercial Bank PJSC, Barclays Bank PLC, EFG Hermes UAE Limited (in association with EFG Hermes UAE LLC), Emirates NBD Capital PJSC, Goldman Sachs International, HSBC Bank Middle East Limited, and Morgan Stanley & Co. International have been appointed as Joint Bookrunners.

Emirates NBD PJSC has been appointed as the lead receiving bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Local Bank LLC, Dubai Islamic Bank PJSC, Emirates Islamic Bank PJSC, First Abu Dhabi Bank PJSC, Mashreqbank PJSC, and WeU Bank PJSC have also been appointed as receiving banks.

The Internal Sharia Supervisory Committee of Emirates NBD PJSC issued statements confirming that the offering complies with Sharia principles, in its view. It also emphasized that investors should conduct due diligence to ensure that the offering is Sharia-compliant for their own purposes.

Dubizzle Group Overview

Dubizzle is the leading digital classifieds marketplace in the Middle East and North Africa (MENA) region and a well-known brand in the UAE. The group connects individual and business sellers (advertisers) with potential buyers in key sectors, such as real estate and automotive, through its robust digital ecosystem. During the first half of 2025, the group's platforms attracted an average of over 54 million monthly visits, driven by a strong base of 18 million monthly active users, creating a powerful network effect that continually attracts more ads and buyers.

The core of this ecosystem is its two leading platforms: Dubizzle, a comprehensive platform covering real estate, cars, and general classifieds, and Bayut, a specialized platform entirely dedicated to the real estate sector. This reflects the established position of both platforms in the UAE as the primary choice for real estate agencies and car dealerships.

Furthermore, over the past eighteen months, the group has completed three strategic acquisitions (DriveArabia, Property Monitor, and Hatla2ee) to consolidate its presence in the real estate and automotive sectors, enhance its product and data capabilities, and expand its offerings to agency clients, developers, and car dealers. In parallel, the group has accelerated its expansion in Saudi Arabia, cementing Bayut.sa's position as the preferred digital platform for property seekers and advertisers in the Kingdom.

The UAE is the group's core market, accounting for 89% of its adjusted revenues for the first half of 2025, in addition to its high-growth operations in Saudi Arabia, Egypt, and other Gulf countries. The group's business model is based on flexible and protected revenue streams, derived primarily from subscription contracts (typically annual) with real estate developers, agencies, and car dealerships, while individual sellers pay per ad.

The group leverages a proprietary, scalable technology platform powered by artificial intelligence, along with a proven track record of launching industry-first innovations and an integrated services model that delivers value to its customers.

Advantages of investing in Dubizzle Group

The leading group in the UAE classifieds market, with a highly engaged audience.

• The group holds a leading position in the UAE's digital classifieds market across its two main sectors: real estate and automotive. This leadership is attributed to its strong relationships with agencies and car dealerships, its vast content offering, and its highly engaged user base. This strengthens its platforms' position as a primary choice for customers and consumers in the UAE and stimulates strong revenue opportunities through its contracts with agencies and car dealerships.
• In the real estate market, the group operates in a market where competition is limited to two companies, controlling approximately 50% of revenues and capturing approximately 65% of visits until 2024. The group captures 75% of the audience searching for real estate in the UAE, compared to approximately 50% for its closest competitor in the paid classifieds market, which confirms the breadth of its user base .
• Dubizzle enjoys a clear leadership position in the automotive sector, with a revenue market share of approximately 87% in 2024 and the highest brand awareness in the UAE automotive sector. As of February 2025, the platform achieved 12 times higher engagement and served twice as many car dealerships as its closest competitor in the paid classifieds market.

Strong network effects support a strong and distinct business model and revenue generation.

• The group's business model is based on strong relationships with companies, particularly real estate agencies and car dealerships, through stable, renewable annual subscription contracts. This approach significantly enhances customer loyalty and ensures stable, predictable cash flows, particularly in the group's main real estate and automotive sectors.
• The group believes this model provides several ways to continuously increase revenues. It strategically launches innovative services that support lead generation, encouraging agencies and car dealerships to adopt comprehensive packages at higher value, with a focus on achieving a return on customer investment.
• In the UAE real estate sector, the group implements a dynamic, credit-based pricing system that directly links agency spending to lead generation rates and return on investment. In the automotive sector, a similar credit-based approach is applied to car dealerships, while individual sellers generate revenue through a pay-per-ad model. Complementing these models, agencies and car dealers have access to the group's integrated tools and applications that help manage vehicle inventory, track leads, and enhance customer engagement, enhancing the value the group offers its professional clients.

The potential to exploit the market, as it is poised for rapid growth

• The Group operates in the United Arab Emirates and the Kingdom of Saudi Arabia, two of the largest and strongest economies in the Middle East. The region benefits from strong demographic trends and solid macroeconomic fundamentals.
• Despite being an underpenetrated market compared to other mature markets globally, the total addressable market for classifieds in the key segments targeted by the group is expected to reach US$2.4 billion1 .
• In this context, classified ads in the real estate and automotive sectors in the UAE are expected to witness steady growth, driven by rising agency and car dealer commissions and growing demand for used cars. Meanwhile, classified ads in Saudi Arabia are still in the early stages of their growth journey and have significant potential for long-term revenue generation.
• In addition to classified ads, the group offers integrated services in Saudi Arabia, a business model the group has previously successfully implemented in other geographies. The total target market for integrated services in the Kingdom is expected to reach approximately $9.2 billion by 2030, representing a distinct and additional opportunity to the group's classified ads revenue.

A unique growth opportunity in Saudi Arabia

• The group began its expansion in the Kingdom in 2024, adopting two distinct strategies: the first is to expand its core classifieds business, and the second is to launch a new integrated services division designed to meet the specific needs of the Saudi real estate market.
• In the classifieds space, the group is strengthening Bayut.sa's position as a leading and preferred digital platform for property seekers, agencies, and developers in the Kingdom, replicating the successful model it has implemented across the GCC. Monthly visits to the Bayut.sa platform exceeded 3.5 million, with 2,300 paid real estate clients, and the number of active monthly ads tripled to over 26,800 in April 2025.
• Bayut.sa's integrated services provide a comprehensive, technology-powered platform that covers all the key sales and marketing needs of real estate developers in one place. This comprehensive solution combines comprehensive project marketing, data-driven pricing methods, a dedicated agency marketplace for developers' projects, and comprehensive sales support, creating an integrated ecosystem that connects developers, agencies, and end-buyers. This model addresses the key challenges facing developers, particularly in Saudi Arabia, where they are expected to deliver approximately 600,000 residential units by 2030.

An advanced technology system and data platform powered by artificial intelligence, with good investments and scalability to keep pace with growth.

• Dubizzle Group has a proven track record of industry-first innovations that cater to the needs of buyers, sellers, and professional clients, backed by an integrated and scalable technology platform.

• The group launched premium products and advanced technology tools such as TruBrokerTM and TruEstimateTM , boosting its Net Promoter Score among agencies, which is 3.2x higher than its nearest competitor in the UAE classifieds market. Additionally, the group launched BayutGPT , its advanced AI-powered virtual assistant, in the region, setting new standards for customer experience and strengthening its market leadership.

• Dubizzle Group has a strong foundation that strengthens its leadership in the UAE and supports its expansion into high-growth markets like Saudi Arabia, through an integrated, AI-powered, data-rich platform.

A rare combination of recurring revenue growth, expanding profit margins, and strong cash flow generation.

• Dubizzle Group has achieved significant growth in recurring revenue and increased profit margins, supported by strong cash flow generation. During the first half of 2025, the group recorded a profit margin of 46% in the UAE, laying a solid foundation for its leading online classifieds business.
• Thanks to a business model based on minimizing fixed asset investment, scalable infrastructure, disciplined cost management strategy, and the company's proprietary technology platform, capital expenditure needs remained moderate, supporting continued high free cash flow conversion rates.
• The group has strengthened its position in its key markets through a combination of expanding its presence, market leadership, and relying primarily on a subscription system with agencies and car dealerships.

An exceptional management team led by the founders and a distinguished track record of achieving profitable growth.

• The Dubizzle Group is led by a management team with extensive industry experience and a proven track record of successful growth. Co-founders Imran Ali Khan and Zeeshan Ali Khan have held leadership positions within the group since its inception.
• The group continues to operate with significant scope for further profitability across its platforms, supported by the large and growing markets in the UAE and Saudi Arabia, as well as an exceptional combination of strong performance, market leadership, significant profit potential, and favorable fundamental sector dynamics.

Dubizzle Group's Growth Strategy

Main market development

Dubizzle Group's primary strategic focus is accelerating growth in its core markets, particularly the UAE, by expanding its services in the real estate and automotive sectors.

Classified advertising in the UAE still suffers from a lack of penetration compared to similar, more advanced global markets. In the UAE's real estate sector, the revenue capture rate—the percentage of an agent's total commission spend on classified advertising platforms—is approximately 3.0%. It is expected to reach approximately 5.4% by 2030, with the potential to reach approximately 12.2% thereafter, similar to what occurs in more advanced classified advertising markets. In the UAE's automotive sector, classified advertising platforms currently account for approximately 2.9% of car dealerships' total revenue, with the potential to reach 8.7%, similar to what occurs in more advanced classified advertising markets.1

Dubizzle Group is well positioned to maximize its profitability opportunities, thanks to its leadership and strong relationships with agencies and car dealerships, in addition to supporting fundamental factors - including population growth, particularly among the youth, and increasing demand for real estate and vehicles.

Expanding into new markets

Dubizzle Group continues to expand its operations into new markets, with a particular focus on Saudi Arabia, which has the largest economy among the Gulf Cooperation Council countries.

The group's strategy in Saudi Arabia is based on replicating its success in the UAE, by offering strong classifieds, supported by a combination of factors such as rapid urban growth, population growth, and an advanced regulatory environment, in addition to expanding the scope of its integrated services tailored to the Saudi market.

Inorganic growth and mergers and acquisitions

Dubizzle Group continues to seek strategic and profitable acquisitions to enhance its platform and expand its product and data capabilities, demonstrating its disciplined approach to identifying and integrating companies that closely complement its core operations and complement the value chain of the group's core classifieds business and integrated services.

The group explores merger and acquisition opportunities across the GCC, identifying companies that align with its strategy to expand its platform, increase profitability, and extend value across the real estate and automotive sectors.

Capital structure and dividend policy

Upon completion of the offering, the company's paid-up capital will be AED 82,368,253, divided into 4,118,412,630 shares with a nominal value of AED 0.02 per share.

A company's ability to pay dividends depends on a number of factors, including the availability of distributable reserves and its plans for capital expenditures and other cash requirements in the future. There is no guarantee that the company will pay dividends at all, or the amount of those dividends if they are paid.

Any level of dividends or payment will depend on several factors, including future earnings, the company's business plan and further growth avenues, and will be based on the discretion of the Board of Directors and subject to approval by shareholders at the General Assembly.

In the near term, the company expects to reinvest cash flows into growing its business, with a focus on product innovation and market expansion, whether organically (particularly in Saudi Arabia) or inorganically through strategic mergers and acquisitions.

In the medium term, the company aims to establish an attractive dividend policy for shareholders, in line with its strong cash flow generation expectations.

For more information about Dubizzle Group, please visit: http://ipo.dubizzlegroup.com/

Selling shareholders

Kingsway Frontier Consumer Internet Fund LP

Kings Way FCI Co Investment SPC - First Segregated Wallet

Kings Way FCI Co Investment SPC - Third Segregated Portfolio

KCK Limited

Ha Mim Foundation

Zeeshan Ali Khan

Acacia Conservation Master Fund (Offshore) LP

Jonay LB

Jonay III LP

Zamzama

Piermont Master Fund (CI) LP

Exor Seeds LP

Belfer Investment Partners

Everblue MPG 2018 LLC.

Mansour Ahsan

Lime Partners LLC

Ali Shaheed Rana

Scott Kapnick

Martyr's Excursions

Rosendal & Co. Holdings Limited

Bain Capital LP Emerging Markets Partnership Strategies Fund

Geek86 LLC

About Dubizzle Group:

Dubizzle is the leading digital classifieds marketplace in the MENA region and a well-known brand in the UAE. The group connects individual and business sellers (advertisers) with potential buyers in key sectors, such as real estate and automotive, through its robust digital ecosystem. The core of this ecosystem is its two leading platforms: Dubizzle, a comprehensive platform covering real estate, automotive, and general classifieds; and Bayut, a specialized platform entirely dedicated to the real estate sector. The UAE is the group's core market, accounting for the majority of its revenue, in addition to its high-growth operations in Saudi Arabia, Egypt, and other Gulf countries. Dubizzle and Bayut have attracted millions of monthly users, driven by strong brand awareness, strong audience engagement, and close relationships with real estate agencies and car dealerships.

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