Geo-Tech Conference

7 April 2020
Agenda
• Valuation & payments

• Intellectual property & other terms

• Governance framework (Al-Thomania)

• Any other items on the table

Valuation & payments
Company valuation Rang 30.0 Mn/SAR
Proposed acquisition 51 %
Value 15.3 Mn/SAR
Yearly Bonus (NP) – post capital
10 %
recovery

PURCHASE CONSIDERATION
Payouts % value Date
Closing payment 33.3% 5 Closing date
1nd payment 16.6% 2.5 6 Month post-closing
2rd payment 16.6% 2.5 12 Month post-closing
3rd payment 16.6% 2.5 18 Month post-closing
4rd payment 16.6% 2.5 24 Month post-closing
Intellectual property & other terms
 Item Geotech Preference RZM Preference Notes

Geotech prefers to
have a lesser • Accredited valuer
1 Valuation & Payouts valuation to avoid Fixed valuation + bonus • Fixed valuation
paying capital gain • Bonus linked to net profit
tax.

To be included in the SPA

Final certification from tax “any tax claims on the period before the
2 Taxation NA
Authority closing date should be settled by
previous owners”

In case of the company is going public

The right of using the Ip’s the Ip’s should be owned by Geotech
3 intellectual property NA for 10 years (with updates) KSA or life time usage to be included in
at least without any fees the SPA

A Saudi CEO to be appointed

4 Executive management Saudi Team
& internal auditor

5 Technical management Existing Team Existing Team

 Geotech
Item RZM Preference Notes
Preference
implement
Governance Strategy, business plan, BOD and committees and CEO and
6 NA governance
framework CFO selection
framework
The company is free of any long-term debt or short-term
Long Term and Short working capital facilities and, should any debt be
7 NA
Term Debts outstanding on the Closing Date, we would discharge such
debt with proceeds from the Purchase Price.

The company should have working capital which will be

Working Capital
8 NA needed for the smooth continuity of the business for 6-
Requirement
months post acquisition.

All liability occurring due to actions before the closing date

9 Other Liability NA
will be settled by the Geotech shareholders.
Distribute 50%
10 Dividends NA minimum of
yearly net profits
Note:
The Above would be clearly stated and detailed in the Share purchase agreement
 Governance Framework
for the good of the business and enhance sustainability we would like to
implement a proper governance framework as below:
# Element Description

Prepared &approved by board of directors, Represent company strategy,

1 Strategy
trends on the long term.

Prepared by CEO and approved by board of directors before starting of new

2 business plan
fiscal year with two month at least.

Prepared by CFO with cooperation with heads of departments

3 Budget Checked and implemented by CEO after being approve from board of
directors.
• Financial policies & Procedure.
• Purchases policies & procedures
4 Policies & Procedure
• HR policies & procedure.
• Operational policies & Procedure.
Prepared by executive management
5 Authority Matrix Checked by executive committee & internal audit committee
Approved by board of directors
# Element Description

• Financial reports, daily or monthly or quarterly or annually depends on company

industry (daily income/sales unit (Patient , Guest) / cash flow/ expenses / profit)
• Legal , all company certificates ( Ministry of Health / Certificate the Ministry of
Tourism ….)
6 Reporting • Admin & HR (Absence and Attendance / annual appraisal/ turnover)
• Ensure there is monthly report, compared with last month / same month last year.
• Identify the persons concerned the reports preparation and entities/ persons
which receive this reports.

• ExCom meeting (6) per year at least.

• Board of Directors (4) per year at least.
7 Meetings
• Internal Audit (4) per year at least.
• Schedule meetings for one year at least

8 CEO/CFO Selection Determine the criteria of CEO & CFO Selection

Thanks….