| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement made by Salama Cooperative Insurance Company (“Salama” or the “Merging Company”) on the Saudi Exchange website on 23/02/1447H (corresponding to 17/08/2025G) in relation to its entry into a binding merger agreement with Saudi Enaya Cooperative Insurance Company (“Enaya” or the “Merged Company”), pursuant to which Enaya will be merged into Salama and all of Enaya’s rights, liabilities, assets and contracts will be subsumed by Salama in exchange for Salama’s issuance of eighteen million, eight hundred ninety-four thousand (18,894,000) new ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) each in Salama to Enaya’s shareholders pursuant to Article (225) and Articles (227) to (229) of the Companies Law, Article (49)(a)(1) of the Merger and Acquisition Regulations, and in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the Board of the Capital Market Authority (the “CMA”), and in accordance with the conditions and provisions of the merger agreement (the “Merger”), and Salama’s announcement of its firm intention in making an offer in this respect (the “FIA”), and with reference to its subsequent announcement on [12/06/1447H] (corresponding to [03/12/2025G]) regarding the issuance of the CMA’s approval on Salama’s capital increase application for the purpose of the Merger and the approval of the publication of the offer timetable and the offer document to Enaya’s shareholders. Whereas the announcement stipulated that the Shareholders’ Circular, the Offer Document, and the Offer Timetable will be published at a later stage, Salama announces the publication of the following documents: First: The Shareholders’ Circular issued by the Company to its shareholders, which has been prepared in accordance with the requirements of Article (60) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of Salama for the purpose of merging Enaya into Salama, which will result in all rights, liabilities, assets and contracts of Enaya being subsumed to Salama. Shareholders’ Circular Link: https://cma.gov.sa/Market/Circulars/Documents/SALAMA-AR.pdf The board of directors of Salama notes that each Salama shareholder must carefully read and consider all information contained in the Shareholders’ Circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote that such shareholder should make at Salama’s extraordinary general assembly meeting, an independent financial advisor licensed by the CMA must be consulted in relation to the Merger, and a shareholder must rely on their own examination of the Merger with regard to such shareholder’s individual objectives, financial situation, and needs. Second: The Offer Document issued by Salama and addressed to Enaya’s shareholders, which includes the details related to the offer pursuant to Article (38) of the Merger and Acquisition Regulations for the purpose of the Merger. The Offer Document is attached herein. Salama notes that Enaya’s shareholders should carefully read and consider all information contained in the Offer Document and the Board Circular to be issued by Enaya’s board of directors prior to making their decision on how to vote on the Merger. Third: The Merger Timetable, which sets out the proposed dates for the main events of the Merger implementation pursuant to Article 17(c) of the Merger and Acquisition Regulations. The Timetable has been attached herein. |
| Previous Announcement | Salama’s announcement of the CMA’s approval on Salama’s capital increase application and the approval of the publication of the offer timetable and the offer document to Enaya’s shareholders. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-12-03 Corresponding to 1447-06-12 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The publication of the Shareholders’ Circular, Offer Document and the Merger Timetable. |
| Reasons For The Delay on The Date of The Event Previously Announced | Not applicable |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | For further details about the Merger and its costs, please refer to the Shareholders’ Circular. |
| Delay consequences on the Company’s financial results | Not applicable |
| Additional Information | The Company notes that the Merger remains subject to a number of other conditions, including obtaining the approval of Salama’s and Enaya’s shareholders, and other conditions stated in the FIA announcement. Salama will make further announcements as and when material developments occur in relation to the Merger, including the invite of the extraordinary general assembly relating to it. |
| Attached Documents | Attached Documents Attached Documents |