With reference to the announcement of United Cooperative Assurance Company (the “Company” or “UCA” or “Merging Entity”) on Tadawul’s website on 12/05/1444H (corresponding to 06/12/2022G) regarding the signing of a non-binding Memorandum of Understanding with Saudi Enaya Cooperative Insurance Company (“Enaya”), in order to evaluate a potential merger between the two companies, the Company announces that it has signed a binding merger agreement with Enaya on 11/11/1444H (corresponding to 31/05/2023G) (the “Merger Agreement”) reflecting the agreement of both companies to merge through a share swap transaction, whereby UCA shall issue 0.8373985652173910 ordinary shares in UCA against each issued share in Enaya (“Exchange Ratio”), to the benefit of the entitled shareholders in Enaya (i.e., shareholders owning the shares issued in Enaya on the effective date of the Merger Transaction) as consideration for the transfer of assets and liabilities of Enaya to UCA and without any cash consideration being paid (“Merger Transaction” or “Transaction” or “Merger”), all in accordance with applicable laws, notably the Companies Law issued by the Ministry of Commerce, the regulations of the Capital Market Authority (“CMA”), including the Mergers and Acquisitions Regulations, the Rules on the Offer of Securities and Continuing Obligations, the Listing Rules, as well as the relevant regulations of the Saudi Central Bank.
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