| 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 Saudi Enaya Cooperative Insurance Company (“Enaya” or the “Merged Company”), 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 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 (the “CMA”), 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 announcement on [12/06/1447H] (corresponding to [03/12/2025G]) regarding the issuance of the CMA’s approval on Salama’s capital increase application for the purpose of the Merger and the approval of the publication of the offer timetable and the offer document to Enaya’s shareholders. |
Whereas the announcement stipulated that the Shareholders’ Circular, the Offer Document, and the Offer Timetable will be published at a later stage, Salama announces the publication of the following documents:
First: The Shareholders’ Circular issued by the Company to its shareholders, which has been prepared in accordance with the requirements of Article (60) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of Salama for the purpose of merging Enaya into Salama, which will result in all rights, liabilities, assets and contracts of Enaya being subsumed to Salama.
Shareholders’ Circular Link:
https://cma.gov.sa/Market/Circulars/Documents/SALAMA-AR.pdf
The board of directors of Salama notes that each Salama shareholder must carefully read and consider all information contained in the Shareholders’ Circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote that such shareholder should make at Salama’s extraordinary general assembly meeting, an independent financial advisor licensed by the CMA must be consulted in relation to the Merger, and a shareholder must rely on their own examination of the Merger with regard to such shareholder’s individual objectives, financial situation, and needs.
Second: The Offer Document issued by Salama and addressed to Enaya’s shareholders, which includes the details related to the offer pursuant to Article (38) of the Merger and Acquisition Regulations for the purpose of the Merger. The Offer Document is attached herein.
Salama notes that Enaya’s shareholders should carefully read and consider all information contained in the Offer Document and the Board Circular to be issued by Enaya’s board of directors prior to making their decision on how to vote on the Merger.
Third: The Merger Timetable, which sets out the proposed dates for the main events of the Merger implementation pursuant to Article 17(c) of the Merger and Acquisition Regulations. The Timetable has been attached herein.
Salama will make further announcements as and when material developments occur in relation to the Merger, including the invite of the extraordinary general assembly relating to it.

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.