Project Save - Engagement Letter

Thara Future Investments Company
P.O. Box 31596

Riyadh, Kingdom of Saudi Arabia
For the attention of Mr. Hisham Attar
May 8, 2023
Dear Hisham,
Advisory Services in connection with Project Save

Thank you for considering PricewaterhouseCoopers (Advisory Limited) (“PwC”, “we” or “us”) to provide
Thara Future Investments Company (the “Client” or “you”) with lead M&A buy-side advisory, financial due
diligence and tax due diligence services (both based on terms which are described in this letter and the
attached terms of business (ToB 01/23). These together form the agreement between us (the “Engagement
Letter”). Please note that the financial and tax due diligence services will only be activated once the non-
binding offer (“NBO”) is accepted by the sellers
Background and purpose

You are considering the acquisition of a minority stake in Averda KSA ( “Averda”) (together the “Target” or
“Project Save”).
You are currently in the process of assessing the preliminary information regarding the Target to make a
decision on the submission of a non-binding offer and, subsequently, proceed to the due diligence phase of
the acquisition, once the NBO is accepted by the sellers.
You look to appoint us as your exclusive lead financial and due diligence advisor to assist you with the
Transaction. The purpose of this letter is to outline the services we will provide in relation to the
Transaction.
The services
You have instructed us to provide the services set out in the following schedules to support you in the
acquisition process:
● Schedule 1 – Provision of M&A Lead Financial Advisory services

● Schedule 2 – Provision of Financial due diligence services (Post-NBO)
● Schedule 3 – Provision of Tax due diligence services (Post-NBO)
Timetable and duration

We propose to start work upon the signing of the Engagement Letter and estimate that the Transaction will
conclude in 6 months. This is an estimate in advance of starting work, and we will keep you informed of our
progress and of any proposed changes in this timetable.
PricewaterhouseCoopers – Advisory Limited, Kingdom Tower, P.O. Box 13933, Riyadh 11414, Kingdom of Saudi Arabia
T: +966 (11) 465 4240, F : +966 (11) 211 0401, wwww.pwc.com/middle-east
Staffing
Zubin Chiba and Imad Matar are the persons in charge of providing the overall services to you. The people
responsible for the different workstreams are:
● Zubin Chiba for M&A Lead Financial Advisory services assisted by Ali Salman and such other
staff as we believe are required;
● Imad Matar for Financial Due Diligence services assisted by Rachad Machtoub and such other
staff as we believe are required;
● Mohammed Alkhashi for Tax Due Diligence services assisted by Yazeed Ghosheh and such other
staff as we believe are required.
If we believe that it is necessary for us to change any of the named individuals, we will let you know.
Client contact
You have designated Mr. Hisham Attar to be our primary contact when delivering the services as a person
with the knowledge, experience and ability to make decisions in relation to the services and our
recommendations.
Fees
Our fees will be calculated in accordance with the “Basis of fees” clause in the attached terms of business,
unless alternative arrangements are agreed. The details of our fees are set out in Schedule 4. We will send
our invoices to Mr. Hisham Attar for processing.
The fees quoted are exclusive of any taxes (if any) and exclude out of pocket expenses (billed at cost and
subject to approval). They are based upon the assumption of (i) no material change to the project scope and
(ii) no material change to the project timeline. Should any of these assumptions prove to be incorrect, then
we will review the situation and discuss and agree with you on any variation to our fees based on a pro rata
of the agreed upon fees.
All invoices are payable within 14 days after the date of the invoice.
Terms of business
Liability limitation
We draw your attention to clauses 8 and 12.3 in the attached terms of business which amongst other things
limit (i) our total liability for all claims connected with the services or the agreement, which we have agreed
will be the fees paid for the services and (ii) the time for bringing any such claim.
Law and jurisdiction
This agreement and any dispute arising from it, whether contractual or non-contractual, will be governed
by the laws of the Kingdom of Saudi Arabia and be subject to the exclusive jurisdiction of the Riyadh courts.
Benchmarking
In order to provide you with useful and relevant feedback, we may benchmark the company/group's
financial information to aggregated information of other similar entities, provided that we have sufficient
data sets within a particular population to ensure confidentiality for all parties concerned. In connection
with this, you agree that (notwithstanding Clause 5.1 of the Terms of Business) we may use data provided
by you to provide benchmarking information to you and our other clients, where storage will be in a
confidential internal PwC database, the data will not be associated with your company in such a way as to
enable others to identify individual company performance or results and the data shall, at all times, be
aggregated with data of other entities to create various benchmarking analyses.
Our advice, including any financial model that we have prepared, is not the only factor you should take into
account when deciding whether or not to proceed with a course of action and it is your decision alone as to
whether or not to proceed. As an independent adviser we are not responsible for the management of the
business or operations or the implementation of our advice, and you, your employees and other contractors
must use professional business judgement regarding the decision to acquire the Target.
You agree that our partners and employees may access the PwC network via your internet connection using
PwC computers. We each accept the risks and neither of us will have any liability whatsoever to the other in
this regard.
Your responsibility for managing and decision making
Our advice, which may be reliant on the financial model prepared by the Target, is not the only factor you
should take into account when deciding whether or not to proceed with a course of action and it is your
decision alone as to whether or not to proceed. As an independent adviser, we are not responsible for the
management of the business or operations or the implementation of our advice, and you, your employees
and other contractors must use professional business judgement regarding the transaction.
Accessing PwC systems via client networks
You agree that our partners and employees may access the PwC network via your internet connection using
PwC computers. We each accept the risks and neither of us will have any liability whatsoever to the other in
this regard.
Confirmation of agreement
Please confirm your acceptance of the agreement by signing the enclosed copy and returning it to us.
Yours faithfully,
Imad Abuizz
For and on behalf of PricewaterhouseCoopers – Advisory Limited
Enclosures: Schedule 1 – Provision of M&A Lead Financial Advisory services
Schedule 2 – Provision of Financial due diligence services (Post-NBO)
Schedule 3 – Provision of Tax due diligence services (Post-NBO)
Schedule 4 – Professional Fees
Terms of business
Copy letter to be returned to PricewaterhouseCoopers – Advisory Limited
I accept the terms of this agreement for and on behalf of Thara Future Investments Company
Signed : ……Hisham M. Attar ……………………………………….
Position : ……Managing Partner .…………………………………….
Date : …15/05/2023………………………………………………….
Schedule 1 – The Services
This schedule sets out the scope of these specific services that we will provide under our engagement letter
dated 8 May 2023. Any terms contained within this schedule apply only to the services specified in this
schedule.
The services
You have instructed us to provide the following services:
Workstream 1: Provision of M&A Lead Financial Advisory services
Workstream 1A
Transaction Management
● Act as the lead advisor and project manager for the transaction, manage day-to-day process, act as
a central point of contact, and coordinate the various work streams across teams.
● Develop project timetable, organize / prepare weekly (or more recurring, if required) update calls
/ meetings to gauge progress on the various work streams and alignment on timeline.
● During the Due Diligence phase, organize regular meetings / calls to discuss the deal progress with
due diligence advisors; communicating pending requests with the target and its advisors, manage
the Q&A process, and hold management sessions with the target.
● Coordinate the overall transaction process, including the coordination with advisors to integrate
the findings of due diligence and support for the Virtual Data Room (“VDR”) review as set up by
the target.
● Support in negotiations with target’s shareholder and / or its advisor as and when required.
Workstream 1B
Pre-non-binding offer (“Pre-NBO”)

● Arrange an introductory call with target’s management to discuss key aspects of the target, and
make available the appropriate personnel and resources in relation to the transaction
● High-level review of historical performance and business plan prepared by the target and form a
view on key underlying assumptions
● Conduct an indicative analysis of the target based on the preliminary information shared and
available open-source information
● Assess the existing business case and challenge / provide substantiation of existing assumptions,
and conduct sensitivity analysis and stress test model
● Support in the preparation of the board pack or investment committee presentations (the “IC
Paper”)
● Identify key risks associated with the Transaction and propose mitigation actions in the IC Paper
● Support in the drafting and negotiation of the NBO
Deliverables
● IC Paper including indicative valuation

● Draft non-binding offer
Workstream 1C
Post-DD IC paper update and draft Binding Offer (“BO”)

● Support with the procurement and appointment of advisors (e.g. legal, commercial, technical etc.),
if required
● Agree on a timetable with different workstreams
● Organize, coordinate, and attend management presentations, site visits, meetings / calls to discuss
deal progress
● Develop a transaction status tracker for the process and provide ongoing status reporting including
stakeholder engagement and updates by setting up regular conference calls and meetings
● Communicate pending requests with the target and their advisors and support during the Q&A
process
● Coordinate with other advisors to integrate the findings of due diligence streams in the IC Paper
● Review and comment on the red flag and DD reports submitted by DD workstreams advisors
● Update the indicative valuation of the Target incorporating the findings of the due diligence
● Further develop and/or update the IC Paper incorporating the DD findings, updated indicative
valuation, transaction rationale, return and risk considerations (and proposed mitigants in the
form of a risk register)
● Support in preparation and negotiation of the commercial aspects of the final binding offer covering
valuation, transaction structure (including method of payment), and other transaction terms and
conditions
Deliverables
● Updated IC Paper including indicative valuation

● Draft binding offer
Workstream 1D
Sale & Purchase Agreement (“SPA”)
Workstream 1D-a
Financial and Tax review of the SPA
● Review and comment on the financial, and accounting aspects of the draft SPA, which may include
the financial definitions (such as Cash, Debt, Working Capital and other), to the extent relevant,
the deferred consideration and earn-out mechanism (including the associated financial
definitions), the accounting, financial related indemnities and warranties and the process for
settlement of the balances due from and to related parties
● From a tax perspective, our review will focus on the tax warranties and indemnities and other tax
related/relevant clauses, taking into account the outcome of the tax due diligence workstream. We
note that from a tax perspective our scope will be limited to reviewing 3 turns only of the SPA.
Workstream 1D-b
Pricing Mechanism support: Enterprise Value to Equity Value bridge
● Assist you with the accounting aspects of the pricing mechanism including identifying the
accounting policies, practices, methodologies, valuation techniques used to estimate the value of
the balance sheet items, and assessing the extent to which they have been consistently applied;
● Assist with analyzing net debt items from a moderate buyer and aggressive buyer position using
management accounts and the financial due diligence (‘FDD’) reports as our basis. This will
highlight areas of likely negotiation with the Seller;
● Assist with identifying and presenting a buyer’s view of cash (including trapped cash), debt like and
working capital items focusing on adjustments in your favor
● Analyzing potential Normal Working Capital for the Company (Buyer’s view) based upon our
analysis of both the last twelve months (‘LTM’) of working capital and any forecast working capital,
if data is available;
● Considering potential further pro forma adjustments to the LTM and forecast working capital, to
the extent available. The aim is to present potential adjustments to arrive at a Targets working
capital which is supportable based on the FDD and discussions with management.
● Discuss with you the various arguments available for alternative treatments of the equity value
bridge and the related counter-arguments.
● Support you together with your legal advisors in your negotiations of the adjustments between
Enterprise Value and Equity Price.
Deliverables
● Our comments on the financial review of the SPA and SHA
Scope assumptions and Limitations

● PwC’s analysis will be dependent on the target providing access to requested data
● For the indicative valuation exercise, a discounted cash flow analysis will be conducted contingent
upon the availability of a business plan model prepared by the target
● All deliverables will be in the company’s branding
● PwC will not be responsible for the filing of any regulatory documents or approvals that may be
required to complete the transaction
Schedule 2: Provision of Financial due diligence services (Post-NBO)
This schedule sets out the scope of the Financial Due Diligence services that we are proposing to provide,
which will be activated only once the NBO is accepted by the sellers. Any terms contained in this schedule
apply only to the services specified in this schedule.
We will prepare a Financial Due Diligence report (the “FDD Report") on the business and financial affairs
of the Target analyzing the historical financial statements for the financial years ended 31 December 2020,
2021 and 2022 (“FY20, FY21 and FY22”) and the three month ended 31 March 2023 (“Q1-FY23”),
altogether the "historical period". Our ability to complete these procedures is highly dependent on the
availability of information and sufficient access to management.
As all diligence processes are dynamic, we will discuss with you as we proceed whether any scope
adjustments are necessary based on your needs and a further understanding of the Company as data
becomes available.
Subject to the availability of information and our access to management, our work will cover the matters
set out below, but our report will not necessarily cover all of those matters because, in the interests of clearer
reporting, we will not report on matters that we do not believe to be significant.
Overview
● Brief history and background of the Company including business activities and operational
segments, etc.;
● Comment on the structure, legal and ownership status of the Company;
● List subsidiaries and associated entities specifying name, total capital issued and shareholders’
names, nature of the business; and
● Comment on organizational structure and provide overview of the operations, internal controls and
corporate governance systems.
Historical analysis (overall financial performance)
● Analysis of the financial results focusing on the quality of the underlying earnings stream and the
cash flow dynamics of the business;
● Analysis of the profitability, trend analysis, margin analysis;
● Key performance and financial ratios;
● Analysis of the net debt statement, including the identification of debt-like items, off-balance sheet
obligations and commitments, nonrecurring items and others; and
● Analysis of the net asset position and year-on-year movement in the long term assets
Income statements and Cashflows - Analysis of and commentary on the following:
● Revenue breakdown by division/services provided (medical waste, industrial waste, integrated

municipal waste, etc.);
● Analysis of relevant key performance indicators of the business including number of contracts,
volumes of waste and any other KPIs used by management in monitoring the business by
division/services;
● Analysis of waste volumes by type – medical, industrial, etc.;
● Analysis of client type – Government vs. Private sector (if applicable);
● Comment on the primary drivers of significant or unusual trends, if any;
● Analyze capacity and utilization of landfills, if any;
● Analyze capacity and utilization of plants;
● Note the revenue recognition, discounts and concessions policies;
● Comment on the Company’s gross margin/contribution by division/segment and on the evolution
of margins over time with the analysis of key factors/trends impacting margins;
● Analysis of marketing and selling expenses
● Analysis of general and administrative expenses
● Cyclicality / seasonality on sales, margins, cash flows and historical financials as a whole;
● Evolution of operational efficiencies, costs and margins and their impact on the Historical
Financials;
● High-level commentary on backlog and pipeline;
● Analysis of reliance on key suppliers historically with an assessment of the implications of this
reliance;
● Quality and sustainability of earnings and the trends in revenues, earnings and cash flows,
adjusting for one-off factors to reach recurring net income and EBITDA figures for the period under
review;
● Explanation of year-on-year changes in EBITDA and net income;
● Reconciliation of EBIT, EBITDA and operating cash flow before financing;
● Analysis of reliance on key suppliers historically with an assessment of the implications of this
reliance;
● Analysis of employee costs and overheads and their impact on the Historical Period as well as
addressing potential improvements going forward;
● Comment on the impact of any exceptional, prior period or non-recurring items of income and
expenditure;
● Comment on the financial impact regarding new government decisions (i.e. reduction of subsidies,
reduction in government spending);
● Comment on the financial impact of external factors such as new environmental legislation passed;
● Analyze selling, personnel and other operating expenses by function and cost category and
● Quantification of the impact of one-off events and accounting adjustments to provide a clear
understanding of the true underlying earnings in the Historical Period;
Cash Flows Analysis
● Analyze cash flows for the Historical Period;

● Comment on the key sources of funding for investing and financing activities;
● Analysis of the working capital movements; by activity/location and;
● Analysis of capital expenditure in value, by activity/location and by purpose (for growth,
maintenance, compliance/regulatory purposes).
Balance sheets for the Historical Period
Summarized balance sheets
● Statement of net assets including adjustments to net assets;

● Comment on significant trends; change in accounting policies; any assets with a book value
significantly different from market value (no separate valuation will be carried out); and
● Comment on significant off balance sheet items, if any.
Non-current assets
● Understand significant additions / deletions to fixed assets during periods and comment on any
liens and encumbrances over fixed assets;
● Comment on title to and ownership of fixed assets;
● Comment on basis of the valuation of fixed assets, where this is other than historical cost;
● Comment on the depreciation policy;
● Analysis of capital expenditure in value, by activity/location and by purpose (for growth,
maintenance or expansion); and comparison of the cost components relative to representative
sample of competing companies;
● Summarize capital commitments at the last balance sheet date; and
● Comment on the need for any adjustment in reported values.
Receivables
● Receivables analysis; ageing (current, 6-12 months, >12 months), roll forward of receivables
reserve, major past due accounts; receivables days outstanding; and
● Through discussions with management, understand specific problem accounts with a focus on
potential customer relationship issues and recoverability.
Inventories
● Summary of inventories by category;

● Report on inventory at 31 December 2022 (or latest BS date available) including a break down into
major categories, ageing (turnover) (current quantity, quantity > 1 year, > 2 years, > 3 years,
obsolete inventory);
● Review the methods of valuing inventories and report whether they are in accordance with the
applicable accounting standards;
● Understand the adequacy of provisions for obsolete, expired, damaged and slow-moving
inventories based on discussions with management; and
● Discuss policy of provision for non-moving and slow moving items and comment on adequacy of
such provisions at the last balance sheet date.
Terms of trade and payables
● Obtain understanding of payables and inquire of significant unrecorded accruals and payables;
● Terms of trade, days purchases outstanding; ageing analysis; reason for delays in settlement; and
● Main suppliers; alternative sources of supply; purchase contracts and commitments.
Other assets and liabilities
● Summary of other assets and liabilities; review unusual items; significant fluctuations;
● Adequacy of provision for outstanding liabilities;
● Litigation pending; claims not settled;
● Dividends payable / receivable; deferred consideration; other significant balances;
● Comment on the nature of investments, if any; and
● Current and deferred taxation liabilities, if any
● Submission status of zakat.
Related parties
● Analysis and commentary on related parties including:

○ Significant transactions with related parties and key financial terms of transactions;
○ Amounts due to and from related parties for the period under consideration and significant
movements thereon;
○ The potential impact of the proposed transaction on the continuation of such relationships;
and
○ Personal transactions with directors, shareholders and their related entities.
Financing
● Terms of the short-term and long-term debt facilities, including lender, interest, repayment,
security, seniority, restrictive covenants, fees and other terms as relevant; Where restrictive
covenants are in place, highlighting instances of covenants being breached;
● Top-level review of documentation of other forms of financing, including off-balance sheet forms
of financing such a factoring, letters of credit, sale and leaseback arrangements, etc., including
analysis of terms, limits, financing cost, etc.; and
● Summarize repayment schedule for loans and other borrowings at the last balance sheet date.
Commitments, contingencies and litigations (if any)
● Obtain a list of significant claims, pending on threatened litigation against the Company at the last
balance sheet date. Discuss with management their views on the likely outcome of the cases /
claims, if any;
● Inquire about the following commitments and contingent liabilities including:
o Incentive compensation;
o Pending or threatened litigation;
o Capital commitments;
o Fund repayment commitments; and
o Operating / finance lease commitments or contract.
Deliverables:
In undertaking the services, we will produce the following deliverables English language
● Financial due diligence report
General assumptions and limitations
We understand that we will have full access to the Company’s senior management, its financial records
and its operations in Saudi Arabia. We will carry out our work using only information supplied by the
Target. Should we encounter any limitations on the scope of our work as a result of the data or access
provided, we will clearly document these in our deliverable.
You will provide us with reasonable assistance to help achieve successful completion of the engagement
within the estimated time frame, particularly when facilitating the requested information and feedback on
matters raised during the assignment.
The time and resource estimates proposed by us are contingent upon the integrity of these assumptions.
To the extent that if they fail to hold true, you agree that resource estimates will likely increase and/or
that delivery milestones will likely be delayed, and agree to work with us to negotiate mutually acceptable
adjustments to project staffing, timing and professional arrangements.
Our diligence procedures are based on a careful identification of key value drivers and risk exposures
resulting in a deliverable that focuses on issues impacting your investment decision. Our due diligence
procedures will consist of a review of historical financial information made available to us by Management
and are based on the assumption that we will have reasonable access to the Target's Management.
Except if otherwise provided for in our reports or letters, our work will be carried out on the assumption
that all information provided to us is accurate, complete and not misleading. The scope of work is not
designed to and is not likely to reveal any fraud or misrepresentation made by the management of the
Company. Accordingly, we will not accept responsibility for fraud detection whether by the management
or by external parties or misrepresentation by the management of the Company. We will not carry out
anything in the nature of an audit nor, except where otherwise stated in our reports, will we subject the
financial or other information contained in our Report to checking or verification procedures.
Client's responsibility for managing and decision making
Our advice is not the only factor you should take into account when deciding whether or not to proceed
with a course of action and it is your decision alone as to whether or not to proceed. As an independent
contractor we are not responsible for the management of the business or operations or the
implementation of our advice, and you, your employees and other contractors must use professional
business judgment regarding the business.
Specific matters not to be covered
We will not carry out any work on the Company in the following specialist areas:
● audit or review or validation of management accounts for the historical period;

● compilation or combination of management accounts for the historical period;
● commercial and operational review including a technical review of the physical assets of the
business;
● legal matters addressed or part of the legal due diligence;
● IFRS conversion and compliance;
● preparation of a monthly financial model;
● the external marketplace (market size), segmentation, growth trends, the competitive environment
(key competitors, shares);
● the Company's strategic positioning;
● any environmental exposures of the Company or the adequacy of the Company's system for
identifying and controlling such exposures;
● the appropriateness or sufficiency of the Company's insurance arrangements;
● the nature and adequacy of the Company's pension arrangements;
● review, or confirmation, of intellectual property rights;
● consideration/valuation/review of property matters or tenancy agreements;
● commercial and operational review including a technical review of the physical assets of the
business; and
● appropriateness of the financial reporting or IT system
We would be happy to provide advice from our specialist consultants if these matters are of
concern.
Schedule 3: Provision of tax due diligence services (Post-NBO)
This schedule sets out the scope of the Tax Due Diligence services that we are proposing to provide, which
will be activated only once the NBO is accepted by the sellers.
We will carry out a tax due diligence review of the Target group for FY20, FY21, FY22 and the three months
ended 31 March 2023 (“Q1-FY23”) (altogether referred herein as the “Review Period”) in the manner set
out below.
Our work will be based on a review of key information made available to us and discussions with the Target
group’s management and / or local tax advisors. Where our review identifies any material tax risk items or
optimization opportunities, we will seek to quantify these exposures and opportunities, where possible, and
give an assessment of the level of associated risk (high, medium or low) and provide preliminary
recommendations for how to resolve potential issues or mitigate exposures from crystallizing, where
possible, without doing substantial additional work.
Our review will cover Corporate income tax (“CIT”), Zakat, withholding tax (“WHT”) and Value added tax
(“VAT”) (collectively, “Tax”).
Understanding of the Target
• We understand the Transaction perimeter is made up of 1 legal entity in KSA. However, to the extent the
Target group consists of more than 1 legal entity in KSA, then our will review will be structured as follows:
Tier 1 / Material entities review
• We will carry out a materiality-based tax due diligence review of the Company and its material
subsidiaries (materiality of the subsidiaries to be determined at a later stage) focusing on potential
material Tax issues.
Tier 2 / Immaterial entities review
• We will carry out a desktop / questionnaire-based review for the immaterial entities (to be determined
at a later stage) to confirm that the entities are up to date with their Tax compliance obligations and that
there are no open material Tax matters (please refer to “Immaterial entities review” section below for
details on our scope for immaterial entities).
Tier 1 / Material entities review

Our work for the Material entities will take into account the following areas:
Control environment
• The Company’s Tax control environment, including Management's approach to Tax risk generally and
any areas they feel may be at risk;
• Tax process and procedures (including the Company’s WHT function / controls as well as its approach
to WHT compliance in KSA);
• Tax profile of the Company, including any Tax risks associated with differences between the legal and
beneficial ownership of the Company;
• Tax planning / structuring advice obtained by the Company, and whether such advice was implemented
correctly;
• Tax rulings, clearances, incentives / Tax holidays, and other Tax agreements obtained by the Company
(if any), including a discussion of:
○ The main features of such agreements;
○ Compliance with associated requirements;
○ Limitations / restrictions to the scope or duration; and
○ The impact of the proposed transaction on the agreements.
Tax compliance
• Tax compliance and payment status of the Company (where applicable), including a high level review of
Tax returns and supporting computations (focused on the main adjustments to accounting profits from
a Tax perspective);
• Provide details of any complex / innovative / aggressive Tax planning strategies applied (if any) within
the Review Period;
• Review any Tax exemptions, or preferential treatments, granted by the Saudi tax authorities to the
Company and understand (i) their validity for the Review Period and (ii) if these exemptions /
treatments will remain valid post transaction;
• Tax holidays / incentives, and whether such exemptions / incentives will remain valid post the proposed
transaction; and
• Material Tax attributes (e.g. carried forward Tax losses or credits), and any restrictions on future
utilization (taking into account the proposed transaction).
Tax audits and correspondence with the tax authorities
• Recent or pending Tax audits / inspections related to the Review Period and matters subject to Saudi
tax authorities agreement (i.e. open years only) as well as ongoing litigation with the Saudi tax
authorities.
Transfer pricing (“TP”)
• Commenting, from a high level perspective, on the key Tax implications of any related party
transactions, and the Company‘s compliance with the TP regulations in KSA. This does not extend to a
review of underlying TP documentation, carrying out benchmarks to assess reasonable/appropriate
related-party transactions' prices, etc.
WHT
• The Company’s compliance with WHT filing, reporting and payment obligations, including a review of
procedures adopted (to be selected by PwC on a sample basis) to assess the level of compliance and to
highlight any potential WHT risks.
VAT
• We will carry out a review of the Company for the Review Period to understand the level of compliance
with the VAT system and identify any material VAT risks / leakages.
• Our work will cover:
○ Review of the VAT compliance environment of the Company.
○ The Company‘s VAT compliance status including a review of sample of VAT returns (up to two
returns to be selected by PwC), and a summary of the ongoing VAT filing and tax payment
compliance.
○ Issues arising from recent or pending VAT audits / inspections in respect of the Review Period
and matters subject to Saudi tax authorities’ agreement (i.e., open years only), including a
quantification of the likely or potential VAT liabilities arising from these matters (and
commenting on VAT credit / payable position of the Company to validate whether it is material).
○ Review of advice obtained by the Company in relation to the implementation of VAT in KSA,
focused on:
o Identifying whether the level and content of the advice obtained is appropriate; and
o Confirming whether / to what extent the Company has relied on / correctly implemented
the advice obtained (this will be based on discussions with the Company‘s management).
• Discussion with the Company‘s management on VAT policies and procedures implemented by the
Company to identify and report potential VAT issues / contentious areas, and how such policies and
procedures are used in preparing VAT returns.
• Identification of industry VAT risk areas that could apply to the Company and understand how these are
being managed by the Company‘s management.
• Review a sample of transactions (up to 10 invoices for AP / AR) to confirm the accuracy of tax codes
being used in the system in order to ensure that the underlying data provided to us is the actual reflection
of the Company‘s operations.
• Review of a sample of invoices and documents (up to 10 invoices for AP / AR) to verify their compliance
with VAT legislation.
Tier 2 / Immaterial entities review

Our review will be mainly / only based on interviews with management teams and questionnaire / Q&A
process in addition to limited review of any relevant documents we believe necessary (if any).
The purpose of this review would be to flag potential areas of issues / exposures which need to be further
investigated in a subsequent exercise / phase with involvement of tax specialist (scope and fees of which
exercise to be agreed later / separately) but would not extend to validation of the information received from
management or quantification of identified exposures, if any.
The high level exercise would focus on the following:
• Tax compliance status and control environment, including confirmation of Tax filing and payment
obligations as well as understanding control environment;
• Tax audit status, rulings, and correspondence with relevant tax authorities (open years only);
• Material historical transactions / reorganizations and tax advice obtained in this regard;
• Any key / material outstanding tax liabilities and / or tax matters in dispute with the tax authorities;
• Understanding and reviewing the key Tax attributes available (if any);
• Level of Tax provisions / reserves in the accounts (if any);
• Understanding key related party transactions and the manner in which such transactions are priced (this
does not extend to a detailed transfer pricing analysis / benchmarking or review of underlying
supporting documentation / transfer pricing documentation);
• Identifying other Tax matters as may arise from our review.

Deliverables
● Our deliverable will be a materiality-based Tax due diligence report in English that will set out the
main Tax risks and value drivers identified during the course of our review.
Assumptions and limitations:
• Our scope does not include

o Any taxes not specifically mentioned above including, Real Estate Transaction Tax (RETT) and
customs duty;
o Target group is filing Zakat and VAT on a standalone basis.
o Benchmarking or transfer pricing advice and comments as to the suitability of transfer pricing
policies adopted by the Company and any other items not specifically mentioned in the scope of
work set out above;
o Advising on any review of legal documents or tax structuring.
o Review of financial models from a tax perspective.
• However, we are happy to extend our scope and fees, if requested.
Schedule 4 – Professional Fees
This schedule sets out the fees payable for the services that we will provide under our Engagement Letter
dated 8 May 2023.
Fixed Fees
Service Fixed fees in USD Invoicing

Workstream 1A: Transaction
management (US$55k per month for a Monthly (first month on
220,000 the acceptance of the
total of 4 months starting upon
acceptance of the NBO) NBO by sellers)
Payable upon submission

Workstream 1B: IC Paper and NBO 40,000 of non-binding offer
Workstream 1C: IC Paper update and Payable upon submission

120,000
Binding offer of binding offer
Workstream 1D - a : Financial and Tax Payable upon submission

35,000
review of SPA of our comments
Workstream 1D - b : Pricing Mechanism Payable upon submission

25,000
support of our the bridge
-50% upfront
Workstream 2: Financial due diligence 74,000 -50% upon submission of
final draft
Workstream 3: Tax due diligence – 35,000 -50% upfront
Material entities review (per legal -50% upon submission of
entity) (per legal entity) final draft
Workstream 3: Tax due diligence – 16,000 -50% upfront

Immaterial entity (per legal entity) -50% upon submission of
(per legal entity) final draft
Notes:
● The above fees for Lead M&A Advisory Services assumes that our involvement in the
Transaction will end upon delivery of the post-NBO IC presentation and submission of the
binding offer
● The SPA and tax teams will assist you in the financial and tax review of the SPA; the SPA team
will assist you in the pricing mechanism (EV to equity bridge)
● Should you require the support of the Lead M&A Advisory team beyond the binding offer, a
success fee of USD200k would be added and payable of signing of SPA
● Tax due diligence : To the extent more than 3 entities are expected to be reviewed as part of
TDD, we will provide a 7.5% discount on our fees
● Tax due diligence: The purpose of immaterial entities review would be to flag potential areas of
issues / exposures which need to be further investigated in a subsequent exercise / phase (scope
and fees of which exercise to be agreed later / separately) but would not extend to validation of
the information received from management or quantification of identified exposures, if any
Reasonable Expenses
In addition to the fixed fees, reasonable expenses incurred in connection with the provision of services will
be charged at cost and will include items such as air fares, accommodation costs, traveling allowance, visa
costs, telephone and courier charges. Such out of pocket expenses will be supported by third party
documentation. The payment of our expenses, or any part thereof, will not be contingent on the successful
outcome of the Transaction. Any costs for other advisors (e.g. lawyers) or services providers (e.g. virtual
data room hosting providers) are to be directly contracted and paid by you.

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Thara Future Investments Company

P.O. Box 31596

For the attention of Mr. Hisham Attar

Advisory Services in connection with Project Save

Background and purpose

● Schedule 1 – Provision of M&A Lead Financial Advisory services

Timetable and duration

Law and jurisdiction

For and on behalf of PricewaterhouseCoopers – Advisory Limited

Enclosures: Schedule 1 – Provision of M&A Lead Financial Advisory services

Schedule 2 – Provision of Financial due diligence services (Post-NBO)

Schedule 3 – Provision of Tax due diligence services (Post-NBO)

Copy letter to be returned to PricewaterhouseCoopers – Advisory Limited

Signed : ……Hisham M. Attar ……………………………………….

Position : ……Managing Partner .…………………………………….

You have instructed us to provide the following services:

Workstream 1: Provision of M&A Lead Financial Advisory services

Pre-non-binding offer (“Pre-NBO”)

● IC Paper including indicative valuation

Post-DD IC paper update and draft Binding Offer (“BO”)

● Updated IC Paper including indicative valuation

Sale & Purchase Agreement (“SPA”)

Financial and Tax review of the SPA

Pricing Mechanism support: Enterprise Value to Equity Value bridge

● Our comments on the financial review of the SPA and SHA

Scope assumptions and Limitations

Historical analysis (overall financial performance)

Income statements and Cashflows - Analysis of and commentary on the following:

● Revenue breakdown by division/services provided (medical waste, industrial waste, integrated

Cash Flows Analysis

● Analyze cash flows for the Historical Period;

Summarized balance sheets

● Statement of net assets including adjustments to net assets;

● Summary of inventories by category;

Terms of trade and payables

Other assets and liabilities

● Analysis and commentary on related parties including:

Commitments, contingencies and litigations (if any)

o Pending or threatened litigation;

o Fund repayment commitments; and

● Financial due diligence report

General assumptions and limitations

Client's responsibility for managing and decision making

● audit or review or validation of management accounts for the historical period;

Tier 1 / Material entities review

Tax audits and correspondence with the tax authorities

Transfer pricing (“TP”)

Tier 2 / Immaterial entities review

• Level of Tax provisions / reserves in the accounts (if any);

• Identifying other Tax matters as may arise from our review.

Assumptions and limitations:

• Our scope does not include

Service Fixed fees in USD Invoicing

Payable upon submission

Workstream 1C: IC Paper update and Payable upon submission

Workstream 1D - a : Financial and Tax Payable upon submission

Workstream 1D - b : Pricing Mechanism Payable upon submission

Workstream 3: Tax due diligence – 16,000 -50% upfront

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