Circular on the Amendment of the Licensing Rules for Finance Support Activities

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Saudi Central Bank Reference No.: 472038005 Date: 1447/07/02 AH / December 2025 AD Attachments: 1 copy

Circular

To: Respected Parties, Peace, mercy and blessings of God be upon you,

Subject: Amendment of the Licensing Rules for Finance Support Activities.

Based on the authorities vested in the Saudi Central Bank (SAMA) under its Royal Decree No. (M/36) dated 1442/04/11 AH, and the authorities vested in His Excellency the Governor under the Financing Companies Supervision System issued by Royal Decree No. (M/51) dated 1433/08/13 AH,

We hereby inform you of the Governor's decision approving the amendments to the Licensing Rules for Finance Support Activities, as attached.

For your information and action accordingly.

Yours sincerely, Yazed bin Ahmed Al-Sheikh Governor's Deputy for Supervision

Distribution Scope:

• Licensed digital brokerage companies by SAMA.
• Debt collection establishments for licensed financing entities by SAMA.

P.O. Box 2992 Riyadh 11169, Kingdom of Saudi Arabia Tel: +966 11 463 3000

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Licensing Rules for Finance Support Activities Rajab 1447 AH / December 2025 AD

The Saudi Central Bank has issued these Rules in accordance with the authorities granted to it under its Royal Decree No. (M/36) dated 1442/04/11 AH, the Financing Companies Supervision System issued by Royal Decree No. (M/51) dated 1433/08/13 AH, and its Executive Regulations.

Saudi Central Bank

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Table of Contents

Chapter	Page No.
Chapter One: Definitions and General Provisions	3
Chapter Two: Licensing Provisions	3
Chapter Three: Activity Operation Provisions	6
Chapter Four: Supervision and Compliance	7
Chapter Five: Final Provisions	8

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Chapter One: Definitions and General Provisions

Article 1: Definitions

1. The terms and expressions used in these Rules carry the meanings specified in the Financing Companies Supervision System and its Executive Regulations.
2. For the purpose of applying these Rules, the following terms and expressions shall carry the meanings specified opposite each of them wherever they appear in these Rules, unless the context otherwise dictates: 1-2. Finance Support Activities: One or more activities linked to financing, serving as a support, complement, or subsidiary to it as determined by SAMA and ensuring competition; this includes the digital brokerage activity for financing entities, and any other activity approved by SAMA, excluding debt collection activities for financing entities. 2-2. Finance Support Entity: A person licensed by SAMA to conduct one or more of the Finance Support Activities under the System, its Executive Regulations, and these Rules. 3-2. Digital Brokerage: Connecting customers with financing entities based on their credit obligations and financial solvency, and presenting available financing options to them in exchange for a monetary consideration through an electronic platform.

Article 2: Scope of Application These Rules apply to an entity licensed by SAMA to conduct a Finance Support Activity.

Article 3: Purpose These Rules aim to specify the requirements and controls necessary for granting licenses to conduct Finance Support Activities and supervising their operations.

Article 4: General Provisions Without prejudice to the Financing Companies Supervision System and its Executive Regulations, a license application to conduct Finance Support Activities shall be submitted to SAMA in accordance with the requirements, controls, and procedures specified in these Rules, plus any additional requirements determined by SAMA from time to time.

Chapter Two: Licensing Provisions

Article 5: Submission of License Application A license applicant for conducting Finance Support Activities must submit a license application to SAMA specifying the activities for which licensing is sought, accompanied by:

1. The license application form prescribed by SAMA, completed.

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2. The establishment contract and articles of association (if any) of the Finance Support Entity.
3. A list of founding members, shareholders, and partners, indicating the share amount and percentage for each founder, shareholder, or partner.
4. An irrevocable bank guarantee (if the applicant is an under-formation company) in an amount equivalent to the minimum capital for the activity or activities sought, issued in favor of SAMA by a local bank, and automatically renewed until the capital is fully paid. This guarantee shall be released upon request by the founders in the following cases: i. Payment of capital in cash. ii. Withdrawal of the license application. iii. Rejection of the license application by SAMA.
5. Draft agreements and contracts proposed with third parties.
6. Any other documents, data, records, and information requested by SAMA.

Article 6: Capital

1. Subject to the provisions of the Companies System, the minimum capital for a Finance Support Entity shall be as follows: (a) 2,000,000 (two million) Saudi Riyals for a Finance Support Entity conducting digital brokerage. (b) SAMA shall determine the minimum capital for a Finance Support Entity conducting other activities approved by SAMA.
2. SAMA may increase or decrease the minimum capital according to market conditions, or if it deems that the proposed business model, nature of activities, or proposed geographical scope so requires, taking into account the size and nature of associated risks.

Article 7: Management Requirements Each person nominated for supervisory and executive roles in a Finance Support Entity must meet the following: (a) Professional competence requirements prescribed by SAMA. (b) Permanent residency in the Kingdom. (c) Theoretical and practical qualifications, with appropriate experience in the same field. (d) No violation of the Capital Market System and its regulations, the Banking Supervision System, the Cooperative Insurance Companies Supervision System, or financing systems. (e) No conviction for crimes involving breach of trust, unless reputation has been restored according to the systems or as specified in the Executive Regulations of the Financing Companies Supervision System.

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Article 8: Preliminary Approval Upon completion of the application, SAMA shall issue a preliminary approval or reasoned rejection within a period not exceeding (30) thirty working days, taking into account industry competitiveness, integrity, and service quality.

Article 9: Providing Required Information to SAMA

1. A license applicant for a Finance Support Entity must provide SAMA with any additional information or documents requested within (15) fifteen working days.
2. SAMA may reject the application if the timeframe specified in paragraph (1) of this Article is not met.

Article 10: Establishment of the Finance Support Entity Founding members must complete the establishment of the Finance Support Entity within six months from the date of SAMA's preliminary approval, and provide SAMA with a copy of the commercial registration specifying the licensed activities according to the preliminary approval. This approval shall expire upon the lapse of six months from its issuance, unless SAMA approves an extension.

Article 11: Licensing

1. SAMA shall take necessary measures to verify that the Finance Support Entity has met SAMA's requirements, such as conducting licensing or inspection visits to the entity's premises, meeting with its officials, and reviewing its systems, procedures, and records.
2. After verifying the applicant's compliance with the requirements specified in these Rules, SAMA shall issue a license to conduct Finance Support Activities.
3. A Finance Support Entity is prohibited from conducting any other activity not licensed by SAMA.

Article 12: Scope of License The license specifies the activity authorized for the Finance Support Entity to conduct, and SAMA may restrict the license with special conditions.

Article 13: License Duration The license duration shall be (3) three years, and SAMA may renew it upon the entity's request. The entity shall submit a written renewal application at least three months before the license expiry date.

Article 14: License Amendment A Finance Support Entity may submit an application to amend the license or a condition/restriction therein, based on reasonable justifications and accompanied by any documents, information, or studies requested by SAMA.

Article 15: License Cancellation SAMA may cancel the license as follows:

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1. Upon request by the Finance Support Entity, considering creditors' and beneficiaries' rights and financial system stability.
2. If it is established that the entity provided false information or omitted material disclosures required for licensing purposes.
3. If the entity fails to meet the requirements of these Rules, financing system provisions, or SAMA's instructions.
4. Failure to commence licensed activities within six months from the license issuance date.
5. Cessation of operations for more than three consecutive months, or six non-consecutive months, without prior written objection from SAMA.

Article 16: License Expiry The license expires automatically in the following cases:

1. Expiration of the license duration without renewal.
2. Appointment of a liquidator for the Finance Support Entity.
3. Commencement of bankruptcy proceedings against the entity according to the Bankruptcy System.

Article 17: Effects of Cancellation or Expiry Cancellation or expiry of the license subjects the Finance Support Entity to liquidation. The entity shall be notified in writing upon cancellation and granted a six-month period to liquidate its operations, with SAMA having the authority to appoint the liquidator.

Chapter Three: Activity Operation Provisions

Article 18: Internal Policies and Procedures A Finance Support Entity must:

1. Establish internal policies and procedures to comply with these Rules, SAMA's instructions, and related systems.
2. Establish appropriate written regulatory policies approved by the highest supervisory body in the entity, including internal governance guides, risk management, compliance, task delegation, and human resources.

Article 19: Information Security and Financial Crime Requirements

1. A Finance Support Entity must comply with SAMA's requirements regarding information security.
2. A Finance Support Entity must comply with statutory requirements under the Anti-Money Laundering System, the Counter-Terrorism Financing System, their Executive Regulations, and related rules and guidelines as determined by SAMA, commensurate with the nature, size, and risk exposure of the entities, in addition to complying with SAMA's instructions related to financial crimes and fraud.

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Article 20: Saudization of Human Resources The proportion of Saudized human resources must not be less than (50%) when the entity commences operations, at the entity level as a whole. SAMA may increase or decrease this proportion as deemed appropriate.

Article 21: Code of Business Ethics A Finance Support Entity must establish a code of business ethics and take all necessary measures to ensure compliance with its own code in light of related systems, regulations, and instructions. This code shall include clear principles, policies, and controls for business conduct, a conflict of interest policy, and professional ethics with beneficiaries. It shall be approved by the highest supervisory body in the entity.

Article 22: Customer Protection and Data Confidentiality

1. A Finance Support Entity must establish a complaints handling function and implement clear procedures to receive, document, review, and respond to beneficiary complaints within the timeframe specified by SAMA. Complaints shall be recorded in dedicated registers containing all necessary information regarding the complaint subject and actions taken.
2. A Finance Support Entity and its personnel must maintain the confidentiality of customer data and operations, not disclosing or revealing them to third parties or utilizing them even after leaving employment or license cancellation, in accordance with related systems and instructions.
3. A Finance Support Entity must take necessary measures to ensure the confidentiality of customer information and operations.

Chapter Four: Supervision and Compliance

Article 23: SAMA Supervision

1. A Finance Support Entity must: (a) Provide SAMA with any data, information, or other documents requested according to forms, controls, and instructions, within the timeframe specified by SAMA. (b) Provide all information and documents regarding the entity, its activities, partners, and employees to SAMA upon request. (c) Establish a policy regarding conflict of interest and information confidentiality, updated periodically. (d) Establish a business continuity plan and a succession plan for vacant positions. (e) Enable all relevant SAMA employees and appointed auditors to access facilities related to their work and all documents and data (including digital data) upon request.
2. A Finance Support Entity or its employees are prohibited from concealing or attempting to conceal any information or irregularities, or refusing to answer SAMA's inquiries.
3. SAMA may take necessary measures to verify compliance of Finance Support Entities with these Rules, systems, regulations, and instructions, including conducting supervisory or inspection visits to the entity's premises, meeting with employees, and reviewing systems, procedures, and records. SAMA may appoint a third party at the entity's expense to carry out any procedures taken under this Chapter.
4. In case of violation by the entity of applicable systems, regulations, or these Rules, or if financial difficulties arise, SAMA may take one or more of the following actions: (a) Issuing instructions to management regarding business operations. (b) Prohibiting or restricting all or part of the entity's activities. (c) Preventing or specifying the duties of directors or management. (d) Appointing supervisors to manage operations as determined by SAMA.

Article 24: Compliance

1. A Finance Support Entity must establish internal controls and procedures ensuring compliance with these Rules and all related systems, regulations, and instructions.
2. A Finance Support Entity must maintain sufficient records to prove compliance with these Rules and related systems, regulations, and instructions, and take necessary measures to prevent violations.
3. A Finance Support Entity must not disclose any information to external parties without SAMA's approval.
4. A Finance Support Entity must obtain prior non-objection from SAMA before acquiring assets other than those necessary for business operations.
5. A Finance Support Entity must obtain prior non-objection from SAMA before conducting any partial or complete liquidation of its activities or the entity itself.
6. Non-compliance with these Rules constitutes a violation of the Financing Companies Supervision System and its Executive Regulations.

Chapter Five: Final Provisions

Article 25: Regulatory and Technical Instructions SAMA may issue regulatory and technical instructions for each Finance Support Activity, and a Finance Support Entity must comply with these instructions.

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Article 26: Exemption SAMA may, upon a submitted request, exempt a Finance Support Entity from applying any provisions of these Rules commensurate with the sector's condition.

Article 27: Implementation These Rules shall be enforced as of the date of their approval.

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