ANGH News & Events

Anghami confirmed receipt of a preliminary, non-binding proposal from OSN Streaming, the Company's controlling shareholder, to acquire all of the outstanding ordinary shares of the Company not already owned by OSN in a going-private transaction. OSN's proposed purchase price is $3.39 in cash per Ordinary Share. OSN currently owns approximately 67% of the Company's issued and outstanding Ordinary Shares. OSN has indicated that it expects to fund the acquisition with equity or other financing from its shareholders and their affiliates, and that the acquisition will not be subject to a financing condition. A copy of the proposal letter from OSN is available as an exhibit to OSN's statement of beneficial ownership on Schedule 13D/A as publicly filed with the SEC. In connection with receipt of the Proposal, the Board of Directors of the Company has appointed three new directors: Nathan Scott Fine, Guergui Saykov Stoyanov and Chiara Marcati. The Board has determined that each of the foregoing directors is independent under the listing standards of The Nasdaq Stock Market, has no material relationship with OSN or interest in the Proposal, and is not an employee, affiliate or nominee of OSN. Fine is an ex-officio Director and Vice Chairman of Rafael Holdings. Stoyanov is the Founder and CEO of StoGeo, a global advisory firm focused on business strategy and next-generation leadership, a position he has held since 2008. Marcati serves as Chief Advisory and Business Officer at AI71, a UAE-headquartered company building agentic, sovereign-grade AI platforms, where she leads strategy, ecosystem partnerships, and public-sector advisory. In response to the Proposal, the Board has formed a special committee composed solely of the three newly appointed independent and disinterested directors, Nathan Scott Fine, Guergui Saykov Stoyanov and Chiara Marcati, to review, evaluate and negotiate the Proposal and any potential strategic alternatives, and to determine the course of action that is in the best interests of the Company and its shareholders that are not affiliated with OSN. The Special Committee has been authorized to exercise all lawfully delegable powers of the Board in connection with the Proposal, including the authority to retain independent legal and financial advisors to assist it in its review and deliberations. The Special Committee has full authority to evaluate, negotiate and, if it determines appropriate, to reject the Proposal. The Company will not approve or enter any transaction with OSN without the Special Committee's prior favorable recommendation. Any such transaction would also remain subject to final approval of the Board and to any required approval of the Company's shareholders. The Special Committee is under no obligation to recommend or approve any transaction, and the Company may continue as a publicly listed company.

Anghami will implement a 1-for-10 reverse stock split of the Company's ordinary shares. The Company's ordinary shares are expected to begin trading on a split-adjusted basis when the markets open on August 4, 2025 under the Company's existing trading symbol "ANGH" with the new CUSIP number G0369L200. The Reverse Stock Split was approved by shareholders at the reconvened Extraordinary General Meeting held on 22 July 2025. The primary purpose of the Reverse Stock Split is to regain compliance with the Nasdaq Capital Market's minimum bid price requirement for continued listing. The Reverse Stock Split will not have a dilutive effect on shareholders. In addition, the proportion of shares held by shareholders relative to the number of shares authorized for issuance will remain unchanged.