Salama Cooperative Insurance Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase ( Second Meeting )

1- Mr. Mountasar Mohammed Foudah (Chairman of the Board)

2- Mr. Fahad Talal Kurdi (Deputy Chairman)

3- Mr. Bader Khalid Alanzi

4- Mr. Khalid Mohammed Salem Bajnaid

5- Mr. Wael Abdulrahman Albassam

6- Mr. Nasser Dieffullah Alrahili

7- Mr. Omar Basheer Alsayed

2- Mr. Mountasar Mohammed Foudah (Chairman of Executive Committee)

3- Mr. Fahad Talal Kurdi (Chairman of Investment Committee)

4- Mr. Wael Abdulrahman Albassam (Chairman of Remuneration and Nomination Committee)

a) The provisions of the Merger Agreement entered into between Salama Company and Enaya on 20/02/1447H (corresponding to 14/08/2025G) (the “Merger Agreement”). and that it shall be effective upon the effectiveness of the Merger.

b) The increase of Salama Company’s share capital from three hundred million (300,000,000) Saudi Riyals to four hundred eighty-eight million nine hundred forty thousand (488,940,000) Saudi Riyals in accordance with the terms and conditions of the Merger Agreement, and that it shall be effective upon the effectiveness of the Merger.

c) The amendment to Article No. (8) of the Company’s bylaws, which relates to the capital, This shall be effective as of the Merger’s effectiveness.

d) The amendment to Article No. (9) of the Company’s bylaws, which relates to the Subscription, This shall be effective as of the Merger’s effectiveness.

e) The authorization of Salama Company board of directors, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

Since completing the Merger requires obtaining the approval of the shareholders of both companies, the Merger between the two companies will not take place until after obtaining the approval of the shareholders of Enaya during the Extraordinary General Assembly meeting of Enaya.

In the event that Enaya shareholders' approval on the Merger is obtained, the share capital of Salama will be increased, through the issuance of new shares in favor of the entitled shareholders of Enaya Company, for the purpose of merging Enaya Company into Salama Company and transferring all of its rights, obligations, assets, and contracts to Salama Company, in accordance with Article (225) and Articles (227) to (229) of the Companies Law and the provisions of subparagraph (1) of paragraph (a) of Article (49) of the Merger and Acquisition Regulations, as follows:

1- Salama Company’s share capital will be increased from three hundred million (300,000,000) Saudi Riyals to four hundred eighty-eight million nine hundred forty thousand (488,940,000) Saudi Riyals, through the increase of the number of its shares from thirty million (30,000,000) ordinary shares to forty eight million eight hundred and ninety-four thousand (48,894,000) representing a 62.98% increase in Salama’s current share capital.

2- Salama Company will issue the consideration shares to Enaya Company’s shareholders at the agreed-upon share Exchange Ratio of (0.8214782608695650) share in Salama Company for each share in Enaya Company.

3- The Merger Transaction will result in reduction of the existing shareholders of Salama Company holding approximately 61.36% of Salama Company’s share capital, and Enaya Company’s shareholders holding approximately 38.64% of Salama Company’s share capital after the effectiveness of the Merger Resolution, calculated on the basis of the total shares without taking into account their shareholding in Enaya Company or Salama Company (as applicable) prior to the issuance of the Merger Resolution.

4- Eligibility will be to Enaya’s shareholders who are registered in Enaya’s shareholders register at the end of the second trading session following the date of the Issuance of Merger Resolution.

For further information about the capital increase, the Merger Transaction, its terms and conditions, and other related matters, please refer to the shareholders’ circular published by Salama Company on 13/06/1447H (corresponding to 04/12/2025G).