| Element List | Explanation |
|---|---|
| Introduction | The board of directors of The Salama Cooperative Insurance Company (Salama) ( “ The Company” or the “Salama Company”) is pleased to invite its shareholders to attend and vote at its extraordinary general assembly meeting (the “EGM”) scheduled at 6:30 pm on Sunday 15/07/1447H (corresponding to 04/01/2026G) which includes the increase of the Company’s capital (first meeting), In person at the Company's headquarters and remotely by means of contemporary technology using the Tadawulaty platform. |
| City and Location of the Extraordinary General Assembly's Meeting | In person at the headquarters of Salama Cooperative Insurance Company located in Jeddah, Al-Salama District, and through modern technological means using the Tadawulaty system. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-01-04 Corresponding to 1447-07-15 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Attendance in-person and via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | As per the rules and regulations, any shareholder registered in the Company’s shareholders register at the Securities Depository Center Company (Edaa) as of the end of trading session preceding the EGM has the right to attend the EGM. The right to register to attend the EGM ends at the time of convening the EGM. The attendees’ right to vote on the agenda items of the EGM ends upon the end of the vote tallying by the votes collection committee. It is worth noting that, according to Paragraph (n) of Article (3) of the Merger and Acquisition Regulations, a shareholder who holds shares in the Company and in Saudi Enaya Cooperative Insurance Company (“Enaya”) is not entitled to vote on resolutions relating to the Merger (as defined in the agenda below) except in the EGM of one of the companies, and in the event a shareholder votes in both EGMs, his vote will only be counted in one of them. For more details, please review the Shareholders’ Circular published by the Company. |
| Quorum for Convening the General Assembly's Meeting | Pursuant to the bylaws, the EGM will be quorate if attended by shareholders representing at least half of the voting shares. In case this quorum is not met, a second meeting will be held within one hour of the scheduled time for the first meeting, and this second meeting will be valid if attended by shareholders representing at least one quarter of voting shares. |
| Meeting Agenda | Voting on the increase of the 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, representing a 62.98% increase in the current capital, through the issuance of eighteen million eight hundred ninety-four thousand (18,894,000) shares at a rate of (0.8214782608695650) shares in Salama for every share in Enaya for the purpose of merging Enaya into Salama in accordance with the provisions of Articles (225) and (227 - 229) of the Companies Law and the provisions of Article (49)(a)(1) of the Merger and Acquisition Regulations and the Merger Agreement, including voting of the following matters related to the Merger: a) The provisions of Merger Agreement entered into between Salama Company and Enaya on 20/02/1447H (corresponding to 14/08/2025G) (the “Merger Agreement”). This shall be effective as of the Merger’s effectiveness. b) The increase of Salama Company 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, as per the terms and conditions of Merger Agreement. This shall be effective as of the Merger’s effectiveness. c) The amendment to Article No. (8) of the Company’s bylaws, which relates to the capital (attached). 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 (attached). 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. |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the items listed on the agenda of the EGM and to pose questions during the EGM meeting. Registering and voting in Tadawulaty platform is free and available to all shareholders via the following link www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty can vote remotely on the EGM’s agenda items starting from 1:00 am on Wednesday 11/07/1447H (corresponding to 31/12/2025G) until the vote collection committee concludes its work. Registering and voting through Tadawulaty services is available free of charge to all shareholders through this link www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For inquiries, please contact the investors relation Affairs during official working hours from 8AM – 4PM on telephone no: 012-6845757 012-6845696 or by email: ir@salama.com.sa |
| Additional Information | It is worth noting that the agenda item is a condition the Merger. If the item is 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 of Salama and Enaya EGMs approve the Merger resolutions and other conditions are met, Salama’s capital will be increased and Enaya 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) 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. For more details about the Merger, its terms and conditions, and all matters related to it, including the related risks and the steps and procedures to effect the Merger, shareholders should refer to the Shareholders’ Circular previously published by the Company on 16/06/1447H (corresponding to 07/12/2025G). The Company notes the importance of reviewing the Shareholders’ Circular in its entirety before making any decisions related to the Merger. |
| Attached Documents | Attached Documents |