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WALAA COOPERATIVE INSURANCE COMPANY ANNOUNCES THE PUBLICATION OF THE SHAREHOLDERS CIRCULAR

With reference to the Capital Market Authority approval dated 04/05/1441H (corresponding to 30/12/2019G) of Walaa Cooperative Insurance Company (“Walaa Insurance Company”) application to increase its share capital for the purpose of the merging MetLife AIG ANB Cooperative Insurance Company (“MetLife AIG ANB”) into Walaa Insurance Company through a securities exchange offer, Walaa Insurance Company would like to announce the publication of the following documents:

1. Walaa Insurance Company Shareholders Circular issued by Walaa Insurance Company to its shareholders:

The Shareholders Circular is addressed to Walaa Insurance Company shareholders and has been prepared by Walaa Insurance Company in accordance with the requirements of Article (58) of the Rules on the Offer of Securities and Continuing Obligations in regard to the increase in the share capital of Walaa Insurance Company with respect to the merger of MetLife AIG ANB into Walaa Insurance Company in consideration for the issuance of new shares to MetLife AIG ANB shareholders in Walaa Insurance Company pursuant to Articles 191, 192, and 193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (“Merger”). The Circular includes details of the Merger, its terms and conditions and other related matters, including the procedures required to effect the Merger and the risks related to the Merger. The circular may be obtained through the websites of the Capital Market Authority, Walaa Insurance Company or its financial advisor (Aljazira Capital).

The board of directors of Walaa Insurance Company notes that all shareholders of Walaa Insurance Company must carefully read and consider all information contained in the circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the Walaa Insurance Company EGM, the board of directors of Walaa Insurance Company recommends that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to the Walaa Insurance Company shareholder's individual objectives, financial situation and needs.

2. Offer Document issued by Walaa Insurance Company to MetLife AIG ANB Shareholders:

The Offer Document is issued by Walaa Insurance Company and addressed to MetLife AIG ANB Shareholders and has been prepared by Walaa Insurance Company in connection with the offer to the Merger made by Walaa Insurance Company to MetLife AIG ANB Shareholders in consideration for Walaa Insurance Company issuing new shares to MetLife AIG ANB Shareholders pursuant to Articles 191, 192, and 193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations. The Offer Document is prepared in accordance with the requirements in Article 38 of the Merger and Acquisition Regulations issued by the Capital Market Authority.

The Offer Document may be obtained through the websites of the Capital Market Authority, Walaa Insurance Company or its financial advisor, Aljazira Capital company.

Walaa Insurance Company notes that MetLife AIG ANB shareholders should carefully read and consider all information contained in the Offer Document and the board circular to be issued by MetLife AIG ANB board prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the MetLife AIG ANB EGM, it is recommended that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority.

3. Transaction Timeline

The Transaction Timeline sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are indicative only – and may be altered or amended - and will depend on, among other things, the conditions of the Merger are satisfied, for instance, Walaa Insurance Company shareholders voting on the resolution related to the Merger in the EGM of Walaa Insurance company, or MetLife AIG ANB shareholders voting on the resolutions related to the Merger in the EGM of MetLife AIG ANB. The Timeline may be obtained through the websites of Walaa Insurance Company or its financial advisor (Aljazira Capital).

Walaa Offer Document  -  Download Form
Walaa Timeline  -  Download Form
Walaa Shareholders Circular  -  Download Form