A Saudi Joint Stock Company established in accordance with Royal Decree No. M/22 dated 15/04/1431H (corresponding to 31/03/2010G) and Commercial Registration No. 1010391438 dated 22/12/1434H (corresponding to 27/10/2013G) RIGHTS ISSUE PROSPECTUS Offering of 17,500,000 Shares through a rights issue at an Offer Price of SAR 10 per New Share at nominal price resulting in an increase in Share Capital of SAR175,000,000 (100% of the existing share capital) First Offering Phase: Tuesday 21/05/1437 H (corresponding to 01/03/2016 G) to Thursday 01/06/1437 H (corresponding to 10/03/2016 G) Second Offering Phase: From Sunday 04/06/1437 H (corresponding to 13/03/2016 G) To Tuesday 06/06/1437 H (corresponding to 15/03/2016 G) MetLife AIG ANB Cooperative Insurance Company (the “Company”) is a Saudi Joint Second Offering Phase (Phase 2): From 04/06/1437 H (corresponding to 13/03/2016 G) until Stock Company, established in accordance with the Ministerial Resolution No. 119, the end of the day on 06/06/1437 H (corresponding to 15/03/2016 G) (the “Second Offering dated 13/04/1431H (corresponding to 29/03/2010G), the Royal Decree No. M/22, dated Phase”), during which all Rights holders, whether Registered Shareholders or purchasers of 15/04/1431H (corresponding to 31/03/2010G) and SAGIA License No. (22-24-1029331) Rights during the Trading Period (referred to collectively as “Eligible Persons”, and each an dated 22/10/1433H (Corresponding to 09/09/2012G). The company registered as public “Eligible Person”), may exercise their Rights to subscribe. company under the Commercial Registration No. 1010391438 issued in Riyadh on Subscription Application Forms may be submitted during both the First Offering Phase 22/12/1434H (corresponding to 27/10/2013G) and its duly registered in Riyadh. and Second Offering Phase at any of the branches of the Receiving Agents (the “Receiving The current Share Capital (“Share Capital”) of the Company is one hundred seventy five Agents”) listed in pages (ix) of this Prospectus. million Saudi Riyals (SAR 175,000,000) consisting of seventeen million five hundred thousand In the event that any New Shares remain unsubscribed for in the First Offering Phase (17,500,000) Ordinary Shares with a nominal value of ten Saudi Riyals (SAR 10) each (the and Second Offering Phase (the “Rump Shares”), they will be offered to a number “Existing Shares” with each is an “Existing Share”). As at the date of this Prospectus (“the of Institutional Investors (referred to as “Institutional Investors”), provided that such Prospectus”), there are three Substantial Shareholders of the Company, these are American Institutional Investors shall submit offers to purchase the Rump Shares. Receipt of such Life Insurance Company (“ALICO“) owning 30%; Arab National Bank (“ANB“) owning 29.9% offers will start at 10:00 AM on 11/06/1437 H (corresponding to 20/03/2016 G) until 10:00 and AIG MEA Investments and Services Company(“AIG MEA“) owning 10%. AM on 12/06/1437 H (corresponding to 21/03/2016 G) (the “Rump Offering”). The Rump The Board of Directors recommended in its meeting convened on 08/07/1436H (corresponding Shares will be allocated to Institutional Investors giving priority to the highest price of to 27/04/2015G) to increase the Company’s Share Capital from one hundred seventy five million the offers until all of the Rump Shares have been allocated, with the Rump Shares being Saudi Riyals (SAR 175,000,000) to three hundred fifty million Saudi Riyals (SAR 350,000,000) proportionally allocated among Institutional Investors that tendered offers at the same after obtaining the necessary regulatory approvals. The Company received SAMA approval to price. Fractional Shares will be added to the Rump Shares and treated in the same manner. increase its Share Capital wide letter No. 361000144425, dated 16/11/1436H (corresponding All proceeds resulting from the sale of Rump Shares and Fractional Shares up to the paid to 01/09/2015G). Offer Price shall be distributed to the Company and any proceeds in excess of the paid The Company’s Extraordinary General Meeting (“EGM”) held on Monday 13/05/1437 H Offer Price shall be distributed to the Eligible Persons (who did not subscribe wholly or (corresponding to 22/02/2016 G), has approved the increase of Share Capital through partially for New Shares, as well as the holders of Fractional Shares) on pro rata basis no rights issue (“Rights Issue”). The Rights Issue consists of the issuance of seventeen million later than 22/06/1437 H (corresponding to 31/03/2016 G). five hundred thousand (17,500,000) Ordinary New Shares (the “New Shares” or “Rights Issue In the event that the Rump Shares are not purchased by the Institutional Investors, such Shares”) at an Offer Price of ten Saudi Riyals (SAR 10) per share (“Offering Price”) to increase the shares will be allocated to the Underwriter, who will purchase the same at the Offer Price (see Company’s Share Capital from one hundred seventy five million Saudi Riyals (SAR 175,000,000) section 19 titled “Subscription Terms and Conditions” for details). After the completion of the to three hundred fifty million Saudi Riyals (SAR 350,000,000), divided into thirty five million Offering, the Company’s share capital will become three hundred fifty million Saudi Riyals (SAR (35,000,000) Ordinary Shares at a nominal value of ten Saudi Riyals (SAR 10) per share. 350,000,000) and the number of the Company’s Shares will be thirty five million (35,000,000). The Rights will be issued as tradable securities (referred to collectively as the “Rights” and The Company intends to use these proceeds to cover the solvency requirements based on each a “Right”) to Shareholders registered in the Company’s Shareholders Register as at current and future requirements (see section 11 titled “Use of Proceeds” for details).The final the close of trading on the date of the EGM being Monday 13/05/1437 H (corresponding allocation will be announced no later than 15/06/1437 H (corresponding to 24/03/2016 G) to 22/02/2016 G), (the “Eligibility Date”). Each Shareholder is referred to as (“Registered (the “Allocation Date”) (see section 19 titled “Subscription Terms and Conditions” for details). Shareholder”) and collectively as (“Registered Shareholders”), provided that such Rights are The Company has only one class of Shares and no Shareholder has any preferential deposited in the Registered Shareholders’ accounts within two (2) days of the Eligibility Date voting rights. The New Shares will be fully paid and will rank identically with the Existing in the ratio of (1) Rights for every one share held as of the Eligibility Date. Each Right grants Shares. Each Share entitles its holder to one vote and each shareholder with at least its holder the eligibility to subscribe for one New Share at the Offer Price. twenty (20) Shares has the right to attend and vote at the General Assembly Meetings Registered Shareholders and other investors (institutional and individuals) may trade the (“General Assembly Meeting”) of the Company. The New Shares will be entitled to receive Rights on the Saudi Stock Exchange (“Tadawul” or the “Exchange”) during the period from their portion of any dividends declared by the Company, if any, effective the their date of Tuesday 21/05/1437H (corresponding to 01/03/2016G), until the close of trading on Thursday issuance and following financial years (see section 8 titled “Dividends Distribution Policy” 01/06/1437 H (corresponding to 10/03/2016 G), (the “Trading Period”). and section 2 titled “Risk Factors” for details). The Offering is fully underwritten by Saudi Hollandi Capital (the “Underwriter”) (see section16 The Company listed seventeen million five hundred thousand (17,500,000) ordinary shares on titled “Underwriting” for details). The Company intends to use these proceeds to to cover 23/01/1435H (corresponding to 26/11/2013G) on the Saudi Stock Exchange (the “Exchange” solvency requirements based on the current and future needs. (see section 11 titled “Use of or “Tadawul”). The Founding Shareholders subscribed for 70% of the Company’s Share Capital Proceeds” for details). while the remaining 30% had been offered to the Public. The subscription for the New Shares will be in two phases as follows: Currently, the Company’s Existing Shares are traded on Tadawul. The Company has made an application to the Capital Market Authority in the Kingdom of Saudi Arabia (the “Authority” or First Offering Phase (Phase 1): From 21/05/1437 H (corresponding to 01/03/2016 G) until the the “CMA”) for the admission of the New Shares to the Official List. Approval of this Prospectus end of the day on 01/06/1437H (corresponding to 10/03/2016G) (the “First Offering Phase”), has been granted and all requirements have been met. Trading in the New Shares is expected during which only Registered Shareholders may exercise their Rights to subscribe (in whole to commence on the Exchange soon after the final allocation of the New Shares and refund (see or in part) for the New Shares up to the number of Rights deposited in their accounts after the “Key Dates for Subscribers” for details). Following the commencement of trading in the New EGM. The subscription for the New Shares will be approved, subject to the number of Rights Shares, Saudi nationals and residents, GCC nationals, Saudi companies, banks and funds, GCC available in the relevant account at the end of the Trading Period (the “Trading Period”). The companies and establishments, foreign investors from outside the Kingdom (through swap First Offering Phase coincides with the Trading Period during which Registered Shareholders agreements or as qualified investors) will be allowed to trade in the Shares.