8050 · 17/08/2025 08:11:12 · Announcement #89624 · View on Saudi Exchange

Salama Cooperative Insurance Company announces its entry into a binding merger agreement with the Saudi Enaya Cooperative Insurance Company.

Element ListExplanation
Introduction With reference to the announcement made by Salama Cooperative Insurance Company (“Salama” or the “Merging Company”) on the Saudi Exchange website on 26/08/1446H (corresponding to 25/02/2025G) regarding the signing of a memorandum of understanding with Saudi Enaya Cooperative Insurance Company (“Enaya” or the “Merged Company”, and together with Salama, the “Companies”) to evaluate a potential merger between the Companies, and the subsequent announcement on 18/09/1446H (corresponding to 18/03/2025G) regarding the appointment of the financial advisor, and the subsequent announcement on 02/12/1446H (corresponding to 29/05/2025G) in relation to obtaining the General Authority for Competition’s non-objection on the completion of the economic concentration resulting from the Merger, Salama is pleased to announce its entry into a binding merger agreement with Enaya on 20/02/1447H (corresponding to 14/08/2025G) (the “Merger Agreement”) 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 (SAR 10) Saudi Riyals 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, and in accordance with the conditions and provisions of the Merger Agreement (the “Merger”).

In relation to this, Salama also announces its firm intention to make an offer pursuant to the Merger in accordance with the conditions and provisions of the Merger Agreement, and in accordance with Article 17(e) of the Merger and Acquisition Regulations.

For further details about the Merger and the related offer, conditions, termination terms, rationale, and other details, please refer to the attached document. Salama will announce any material developments relating to the Merger in due course. Previous Announcement Salama’s announcement of the issuance of the non-objection of the General Authority for Competition on the completion of the economic concentration resulting from the Merger with Enaya. Date of Previous Announcement on Saudi Exchange’s Website 2025-06-01 Corresponding to 1446-12-05 Hyperlink to the Previous Announcement on the Saudi Exchange Website Click Here Latest Developments Of The Announced Event Salama’s entry into a binding merger agreement with Enaya on 20/02/1447H (corresponding to 14/08/2025G) and its firm intention announcement to make an offer pursuant to the Merger and in accordance with the conditions and provisions of the Merger Agreement. Please review the attached document for more details. 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. The overall expected expenses of the Merger will be included in the shareholders’ circular that will be published after obtaining the regulatory approvals. Delay consequences on the Company’s financial results Not applicable Additional Information The expected timeline of the Merger will be included in the shareholders’ circular and offer document that will be published after obtaining the regulatory approvals. Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.