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CMA Announces the Approval of Walaa Cooperative Insurance Co. request to increase its capital to merge MetLife AIG ANB Cooperative Insurance Co. into Walaa Cooperative Insurance Co. through a securities exchange offer

​The CMA announces the issuance of its resolution approving Walaa Cooperative Insurance Co. request to increase its capital from SAR 528,000,000 to SAR 646,397,060 by issuing 11,839,706 ordinary shares to merge MetLife AIG ANB Cooperative Insurance Co. into Walaa Cooperative Insurance Co. and transferring all of MetLife AIG ANB Cooperative Insurance Co. assets and liabilities to Walaa Cooperative Insurance Co. through a securities exchange offer.

Walaa Cooperative Insurance Co. capital increase shareholder circular will be published within sufficient time before the Extraordinary General Assembly Meeting. The shareholder circular must include all relevant information that the shareholders need to know before making an informed decision when voting on the capital increase for the purpose described, including the increase in capital and risk factors.

The CMA resolution included the approval of the proposed offer timetable, as well as the approval of the publication of the offer document by Walaa Cooperative Insurance Co. to MetLife AIG ANB Cooperative Insurance Co. shareholders to merge MetLife AIG ANB Cooperative Insurance Co. into Walaa Cooperative Insurance Co. through a securities exchange offer.

The offer document of Walaa Cooperative Insurance Co. will be published to MetLife AIG ANB Cooperative Insurance Co. shareholders to merge MetLife AIG ANB Cooperative Insurance Co. into Walaa Cooperative Insurance Co. through securities exchange within sufficient time before the Extraordinary General Assembly Meeting of MetLife AIG ANB Cooperative Insurance Co. The offer document must include all relevant information that the shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors.

If the shareholders of Walaa Cooperative Insurance Co. approved the capital increase, and the shareholders of MetLife AIG ANB Cooperative Insurance Co. accepted the offer in their Extraordinary General Assembly Meetings, the new shares will be issued to MetLife AIG ANB Cooperative Insurance Co. shareholders who are registered in the shareholders registry at the Securities Depository Center Company and the shares of MetLife AIG ANB Cooperative Insurance Co. will be delisted from the Saudi Stock Exchange after the merger decision becomes effective.

A voting decision without reading the shareholders circular and the offer document carefully reviewing its content may involve high risks. Therefore, the shareholder should carefully read the shareholders circular and the offer document to be able to reach a proper voting decision. If the shareholders circular and offer document prove difficult to understand, it is recommended to consult with an authorized financial advisor.

The CMA’s approval should never be considered as an endorsement of the merger’s feasibility. The CMA's approval of the application merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.