Amana Assembly Approves Merger with Enaya, Approves Capital Increase to SR288.6 mln

The Board of Directors of Amana Cooperative Insurance Company, announced on Monday the results of the Extraordinary General Assembly Meeting (Second Meeting), which was held at 9:00 pm on Sunday May 23, 2021, an hour after the specified period from the first meeting, due to incomplete quorum required for the first meeting.

Percentage of attending shareholders is 33.46%.

Voting Results on the Items of the General Assembly’s Meeting Agenda’s:

1- Approving the merging of Saudi Enaya Cooperative Insurance Company (“Enaya”) into Amana in consideration Articles (191), (192), and (193) of the Companies Law (“Companies Law”) and provisions of Sub-paragraph (1) of Paragraph (a) of Article (49) of Merger and Acquisition Regulations (“Merger”) issuance of (1.05720160) new share in Amana against each share in Enaya (“Merger Transaction”), in accordance to with the terms and conditions of the merger agreement signed between both companies on 29.04.2021 (“Merger Agreement”), including voting on the following matters related to the Merger Transaction:

A- Approving the terms of Merger Agreement between Amana and Enaya signed between Amana and Enaya on 29.04.2021.

B- Approving increase of the company’s share capital from SR130,000,000 to SR288,580,240, subject to the terms and conditions of the Merger Agreement and with effect from the Effective date, pursuant to the Companies Law and the Merger Agreement.

C- Approving the amendments to the articles of association for the Company.

D- Authorizing the Board of Directors of the Company to take any decision or take any action as may be required to implement the previous resolution.

The Merger will become effective after satisfying all of the Merger conditions, including the Extraordinary General Assembly of Saudi Enaya Cooperative Insurance Company and the condition related to the creditor objection period in accordance with the Merger Agreement and Clause (193) of the Companies Law and as set out in the Shareholder Circular.