1. a capital reduction in an amount of SAR 176,000,000, whereby the Company’s share capital will be reduced from SAR 300,000,000 to SAR 124,000,000, by way of cancelling 17,600,000 ordinary shares from the Company's share capital (the "Capital Reduction");

2. a capital increase (following the Capital Reduction) in an amount of SAR 176,000,000, whereby the Company’s share capital will increase from SAR 124,000,000 to SAR 300,000,000 by issuing 17,600,000 new ordinary shares with a nominal value of SAR 10 per share, as follows:

2.1. issuing 12,600,000 new ordinary shares by way of a capital increase with the suspension of preemptive rights, which will be fully subscribed by BlueFive Insurance Arabia (a Saudi company controlled by BlueFive Investments Holding Limited) ("BlueFive") (the "Capital Increase with the Suspension of Preemptive Rights");

2.2. issuing 5,000,000 new ordinary shares by converting the debt extended by the Marketing and Agencies Services Commercial Company Limited and the Saudi General Investment Services and Trading Company (the "Substantial Shareholders") (the "Debt Conversion").

The Capital Increase with the Suspension of Preemptive Rights and the Debt Conversion shall be referred to as the "Capital Increase", and the Capital Reduction and Capital Increase shall be referred to as the "Proposed Transaction".

It is worth noting that each of (i) the Capital Reduction; (ii) the Capital Increase with the Suspension of Preemptive Rights; and (iii) the Debt Conversion are conditional on the completion of all of them, whereby a procedure will not be implemented without implementing the two other procedures, subject to obtaining all required regulatory approvals and the approval of the extraordinary general assembly of each of the relevant resolutions.

The Company will announce the submission of the Proposed Transaction applications to the CMA for its approval.

As for the Debt Conversion, it will result in the Company settling the debt extended by the Substantial Shareholders in an aggregate amount of 50,000,000 Saudi Riyals (the "Substantial Shareholders Loan").

The Company's objective from the Capital Increase is to restructure the Company's share capital, settle the Substantial Shareholders Loan and enhance its solvency and financial position.

The date of voting eligibility on the board of directors' recommendations for the Proposed Transaction shall be the day of the extraordinary general assembly that will approve the Capital Reduction, the Capital Increase with Suspension of Preemptive Rights and the Debt Conversion. Subscription to the new shares issued for the Capital Increase with the Suspension of Preemptive Rights will be limited to BlueFive only, in accordance with the subscription agreement executed by the Company on 13/11/1447H (corresponding to 30/4/2026G).

It is worth noting that each of (i) the Capital Reduction; (ii) the Capital Increase with the Suspension of Preemptive Rights; and (iii) the Debt Conversion are conditional on the completion of all of them, whereby a procedure will not be implemented without implementing the two other procedures.

The Company's capital after completion of the Proposed Transaction will be 300,000,000 Saudi Riyals.

BlueFive will own 42.0% of the Company's share capital following completion of the Proposed Transaction.

Each of the Substantial Shareholders will own approximately 10.8% of the Company's share capital following completion of the Proposed Transaction.

With respect to the Debt Conversion, each of the Saudi General Investment Services and Trading Company and Marketing and Agencies Services Commercial Company Limited is considered a related party to the Debt Conversion given that they are substantial shareholders in the Company, and the Substantial Shareholders Loan will be converted into shares in their favour.

It is worth noting that there are cases of conflict of interest impacting three directors of the board, namely, Mr. Saud Alsulaiman given his ownership of a stake in BlueFive Investments Holding Limited and the Saudi General Investment Services and Trading Company, Mr. Jamal Aldabbagh given his ownership of a stake in Marketing and Agencies Services Commercial Company Limited and Mr. Mohamed Husnee Jazeel, given that he occupies an executive position in Aldabbagh Group, of the sole shareholder of Marketing and Agencies Services Commercial Company Limited. The conflicted directors have abstained from voting on the Board Resolution.