| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Saudi Enaya Cooperative Insurance Co. (“Enaya” or “The Company”) is pleased to invite the shareholders to attend and to vote in the meeting of the Extraordinary General Meeting (Third Meeting) in person and through modern technology, which is scheduled to be held at 19:00 on Sunday 13/08/1447H (corresponding to 01/02/2026G). |
| City and Location of the General Assembly's Meeting | Company headquarters, Jeddah - https://share.google/xHgSaFalUA37yH3b1 |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-02-01 Corresponding to 1447-08-13 |
| Time of the General Assembly’s Meeting | 19:00 |
| Methodology of Convening the General Assembly’s Meeting | Attendance in-person and via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | The extraordinary general assembly meeting (the third meeting) shall be valid regardless of the number of shares represented therein, based on the provisions of Article (36) of the company's bylaws. |
| General Assembly Meeting Agenda | To vote on the proposal submitted by the Salama Cooperative Insurance Co. (“Salama”( to merge Enaya into Salama in accordance with the provisions of Articles (225), (227), (228) and (229) of the Companies Law and Article (49)(a)(1) of the Merger and Acquisition Regulations, through the issuance of 18,894,000 new shares in Salama, and the dissolution of Enaya as a result, in accordance with the relevant statutory requirements and the terms and conditions of the merger agreement concluded between Enaya and Salama on 20/02/1447H (corresponding to 14/08/2025G) (the “Merger Agreement”), including voting on the following matters related to the merger deal: • The provisions of the Merger Agreement concluded between Enaya and Salama on 20/02/1447H (corresponding to 14/08/2025G). • Authorizing the Board of Directors, or any person authorized by the Board of Directors, to issue any decision or take any action that may be necessary to implement any of the above-mentioned decisions. |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholders present have the right to discuss the topics on the agenda and ask questions. Shareholders registered in Tadawulaty services can vote on the items of the Extraordinary General Assembly agenda online starting from 01:00 AM on Wednesday 09/08/1447H (corresponding to 28/01/2026G) until the end of the assembly meeting. through the following link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | The shareholders who are registered on the website of (Tadawulaty) electronic trading services can remotely vote on the items of the EGM through (electronic voting) service. The remote voting will start at 01:00 AM on Wednesday 09/08/1447H (corresponding to 28/01/2026G) until the Counting Committee Concludes Counting the Votes. Registration and voting through Tadawulaty is available and free of charge to all shareholders using the following link: www.tadawulaty.com.sa. |
| Method of Communication in Case of Any Enquiries | Valued shareholders can also direct their questions and inquiries by contacting the Shareholders Relations Department through phone number: 0122119459 0552200681 or at the following e-mail: Invest@saudienaya.com |
| Additional Information | It is worth noting that the agenda item is a condition the Merger. If the item was not approved by the requisite majority or if any other condition of the Merger per the merger agreement is not met, the Merger will not be effective. If both Enaya’s EGMs approve the Merger resolutions, Salama’s capital will be increased and Enaya’s shareholders who are registered in the shareholders’ register of Enaya at the end of the second trading period following the date of the EGMs’ approval will receive (0.8214782608695650) ordinary share in Salama for each Enaya share owned. Following the update of the commercial register after that, the Merger will be effective and consequently Enaya will dissolve by force of law and all its shares will be cancelled pursuant to Articles (225) and (227 - 229) of the Companies Law and the provisions of Article (49)(a)(1) of the Merger and Acquisition Regulations and all its rights, assets, obligations and contracts will be subsumed by Salama. |
| Attached Documents | Attached Documents |