| 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 Enaya Cooperative Insurance Company (“Enaya” or the “Merged Company”, and together with Salama, the “Companies”), 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 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, 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 development announcement regarding the issuance of the approval of the Insurance Authority on the Merger and certain related matters on [26/05/1447H] (corresponding to [17/11/2025G]). Whereas the FIA stipulated that the Merger is subject to a number of conditions, including obtaining the CMA’s approval on Salama’s capital increase application and the CMA’s approval on the publication of the offer timetable and the offer document to Enaya’s shareholders; Salama is pleased to announce the CMA’s approval, issued on [10/06/1447H] (corresponding to [01/12/2025G]), on Salama’s capital increase application and the approval of the publication of the offer timetable and the offer document to Enaya’s shareholders. The shareholders circular, offer document and offer timetable will be published at a later stage, and such publication will be announced then. In this context, and in accordance with Article (227) of the Companies Law, both companies should announce the Merger, and any creditor of a Merged Company may object to the Merger by a registered letter or by any other means specified in the announcement 15 days from such announcement. As such, Salama references Enaya’s concurrent announcement on the Saudi Exchange website in relation to the commencement of Enaya’s creditors’ objection period in relation to the Merger, which starts today (Wednesday), [12/06/1447H]) (corresponding to [03/12/2025G]) and ends at the end of (Thursday), 27/06/1447H (corresponding to [18/12/2025G]). Accordingly, any creditor of Enaya has the right to object to the Merger in accordance with the method specified in such announcement. It should be noted that objections do not suspend the Merger. In the event of an objection, the Merged Company shall pay the relevant debt if it is due or provide sufficient guarantee or collateral to the creditor for the settlement of the relevant owed amount if it is not yet due. If a creditor objects during the objection period and the Merged Company fails to settle the due debt or provide sufficient guarantee for a deferred debt, the creditor can approach the competent judicial body no later than 10 days prior to the date set to resolve on the Merger. The competent judicial body can then order the debt be settled if due, or guarantee provided if deferred. If it finds that the Merger would significantly harm the objecting creditor without the companies being able to settle the debt or provide the guarantee, it may order a suspension or postponement of the Merger, with its decision issued before the effectiveness of the Merger resolution. If the judicial body does not resolve the creditor’s objection before the Merger becomes effective and later confirms the creditor’s claim, it may issue a decision to compensate the creditor for damages resulting from the Merger. |
| Previous Announcement | Salama’s announcement of the issuance of the approval of the Insurance Authority on the Merger. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-11-17 Corresponding to 1447-05-26 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The issuance of the CMA’s approval on Salama’s capital increase application and the approval of the publication of the offer document and the offer timetable; and the start of Enaya’s creditors’ objection period. |
| 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. | Not applicable |
| 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. |