The contracts are read. Here is what they say.

1 Every one-sided right runs the same way Pattern

No single clause is remarkable. The direction is. Across all five intercompany agreements, wherever a right sits with one party only, it sits with SPL.

Saudi Post cannot exit the national address agreement except by proving non-performance through an independent consultant it half pays for. In the retail agreement it has no termination right at all and must stop "without any objection" on SPL's notice. Only SPL can trigger a price review. Only Saudi Post needs consent to assign. Saudi Post pays in 15 to 30 days and waits 60 to 90 to be paid. It must settle disputed marketing invoices in full before arguing, while SPL pays only the undisputed part. And Saudi Post cannot sell a competitor's postal products in its own post offices without SPL's permission, while SPL is expressly free to buy delivery elsewhere.

Sources: national address agreement cl. 4.2; retail agreement cl. 6, 3.a.2, 4.3, 10; Contract 2022/1 p.9; marketing agreement cl. 4.2.6; postal agreement p.3 and cl. 4.2.7.

2 A 49.5 million air freight bill with nowhere to go Unresolved

Saudi Post's signed price for international outbound covers pick-up from the branch and transport to the airport. Twenty riyals a shipment up to 10 kilos, twenty five above. The international air leg is expressly outside that price.

Yet Saudi Post is the party holding the air freight contract with NAQEL, worth 49,453,266, priced at roughly 4 to 15 riyals per kilogram. A single 10 kilo parcel to Casablanca costs about 142 riyals to fly and earns Saudi Post 20.

PwC says the third-party leg is recharged as an additional cost. It sets no rate, no mechanism, no margin. No executed agreement supplies one. Either a recharge exists that nobody has produced, or Saudi Post has been absorbing it.

Sources: Addenda 1 and 3 to the retail agreement, pp.5-8; PwC D3 international outbound cards; NAQEL air transport contract 240701138880, Annex 2.

3 NAQEL is not a third party at all Structural

The audited accounts settle it. Note 1 of SPL's consolidated financial statements lists "Naqel Company and its subsidiaries" at 100% effective shareholding, in 2023 and in 2022. SPL Digital Services is listed at 55%. Both are inside the SPL group.

So NAQEL answered the 2022 market survey that established what "arm's length" looks like for the prices Saudi Post charges SPL, while already wholly owned by SPL. Part of the comparable evidence used to price the parent's services came from the subsidiary's own company. That is not a conflict of interest in the ordinary sense; it is a related party supplying the benchmark for its own group's pricing.

And the 515,785,997 of Saudi Post contracts with NAQEL, plus 205,666,861 with SPL Digital, are not third-party procurement. They are money moving from the parent into the subsidiary group, entirely outside the transfer pricing framework, on top of the 141 million a year already identified.

It also explains PwC's otherwise odd line about SPL possibly acquiring NAQEL. The 2022 accounts record an acquisition of a subsidiary during that year, so PwC was writing while the purchase was in train.

Verified: SPL consolidated financial statements FY2023, note 1 "The Company and Nature of Operations," subsidiary table with 2022 comparatives. Not verified and not asserted: the reported 50% holding in the parcel station company, the 40% in Subul Ant Saudi, Saudi Post's own stakes in Ersal and Ittihad Jawraa, and the 2025 expense figures. Those come from the SPL knowledge base; the underlying documents are not in this workspace.

4 The buyer was designed to chair the price committee Governance

PwC's handbook recommends a Transfer Pricing Governance Committee whose job is to make the final decision on the price Saudi Post charges SPL, and on whether SPL buys from Saudi Post at all.

Saudi Post has two seats on it. SPL holds the chair, the vice chair and the finance seat. So the buyer chairs the body that sets the seller's price and decides whether to use the seller.

And it was never created. Management's written answer this July reads "Was not establised," with nothing recorded against meetings, agendas or decisions. Which is also why no price review happened after 2023.

Source: PwC D4 Transfer Pricing Handbook, 14 September 2022, governance committee page; management's answers on the information request list returned 16 July 2026.

Four arrangements, one asset Test this

Saudi Post pays SPL under three separate instruments that all touch the national address database and the Tejari product, and hands over the asset itself under a fourth.

No boundary is drawn between any of them. Separately, Saudi Post pays SPL 40.9 million a year for management support covering strategy, transformation and institutional communication, and 42.6 million for marketing, with a scope carve-out written between the marketing agreement and the postal agreement but none between marketing and management support.

Sources: national address agreement cl. 3.1 and 5.1; marketing agreement Art. 4.1.1; SPL Digital contract preamble; Contract 2022/1 Annex 1 pp.26-29; management figures per the EY Requests file, 23 July 2026.

Saudi Post has outsourced its whole technology function Unexamined

All fourteen SPL Digital Services contracts, 205,666,861 in total, are for Saudi Post's own infrastructure, bought from a company the audited accounts show is 55% owned by SPL: data centres, platforms, software licences, security operations, the command centre, the Microsoft environment. None concerns SPL's systems. The transfer pricing framework has never looked at any of it.

The verified two come from note 1 of SPL's audited consolidated accounts for 2023, which also carry the 2022 comparatives. The rest come from the SPL knowledge base; Saudi Post's own accounts in this workspace are image-only scans with no readable text, and no 2025 accounts are held. Nothing in the findings above rests on the unverified rows.