“This unocial English language translation of the ocial Arabic language Prospectus is provided for information purposes only. The Arabic language Prospectus published on the CMA’s website (www.cma.org.sa) remains the only ocial, legally binding version and shall prevail in the event of any conict between the two texts”. PROSPECTUS Oering of 25,000,000 (twenty-ve million) Shares through a rights issue at an oer price of SAR 10 per Share (the “Oer Price”). The Oering represents an increase in the Company›s share capital from SAR 200,000,000 (two hundred million) to SAR 450,000,000 (four hundred and fty million) (representing an increase of 125% (one hundred and twenty ve per cent.) in the share capital) (the “Oering”) AXA Cooperative Insurance Company A Saudi joint stock company established pursuant to ministerial resolution number Q/192 dated 10/6/1430H (corresponding to 3/6/2009G) and with commercial registration number 1010271203 issued on 20/7/1430H (corresponding to 13/7/2009G) First Oering Period: from Tuesday 28/04/1436H (corresponding to 17/02/2015G) until Thursday 07/05/1436H (corresponding to 26/02/2015G) Second Oering Period: from Sunday 10/05/1436H (corresponding to 01/03/2015G) until Tuesday 12/05/1436H (corresponding to 03/03/2015G) AXA Cooperative Insurance Company (“AXA” or the “Company”) was founded as a joint stock company In the event that any Rights Issue Shares remain unsubscribed for after the Second Oering Period (the in Saudi Arabia pursuant to ministerial resolution number Q/192 dated 9/6/1430H (corresponding to “Rump Shares”), they will be oered (the “Rump Oering”) to a number of institutional investors 13/6/2009G) with commercial registration number 1010271203 dated 20/7/1430H (corresponding to (the “Institutional Investors”) provided that such Institutional Investors submit oers to purchase the 13/7/2009G) and an initial share capital of SAR 200,000,000 (two hundred million) consisting of 20,000,000 Rump Shares from 10:00 am on Sunday 17/05/1436H (corresponding to 08/03/2015G) until 10:00 am on (twenty million) shares with a nominal value of SAR 10 (ten) per share (each a “Share”). As at the date of this 18/05/1436H (corresponding to 09/03/2015G). The Rump Shares will be allocated to the Institutional prospectus (the “Prospectus”), the share capital of the Company is SAR 200,000,000 (two hundred million) Investors in order of priority based on the price per Share oered by the relevant Institutional Investor until all consisting of 20,000,000 (twenty million) Shares, all of which are fully paid. of the Rump Shares have been allocated, with any remaining Rump Shares being allocated on a proportional Pursuant to a board resolution dated 20/09/1435H (corresponding to 17/07/2014G), the Board recommended basis among those Institutional Investors that tendered oers at the same price. Fractional entitlements to increase the Company’s share capital from SAR 200,000,000 (two hundred million) to SAR 450,000,000 to Shares (the “Fractional Shares”) will be added to and, for allocation purposes, will form part of, and (four hundred and fty million) by the creation of 25,000,000 (twenty-ve million) new Shares (the “Capital be treated the same as, the Rump Shares. All proceeds resulting from the sale of the Rump Shares and the Increase”), subject to obtaining all necessary regulatory approvals. At the Company’s Extraordinary Fractional Shares up to the Oer Price shall be distributed to the Company and any proceeds in excess of the General Meeting held on Tuesday 21/04/1436H (corresponding to 10/02/2015G) (the “Oering EGM”), the Oer Price shall be distributed to the Eligible Persons no later than Thursday 28/05/1436H (corresponding to Shareholders (as dened below) approved the Capital Increase. 19/03/2015G). AXA Insurance (Gulf) B.S.C.(c) (“AXA Gulf”) and AXA Mediterranean Holding S.A. (“AXA Mediterranean”) In the event that any Rump Shares are not purchased by the Institutional Investors, such Shares will be are the only major Shareholders with shareholdings of 32% (thirty two per cent.) and 18% (eighteen per allocated to the Underwriter, who will purchase such Shares at the Oer Price (see Section 17 (“Subscription cent.), respectively, of the Shares as at the date of this Prospectus. Terms and Conditions”)). After completion of the Oering, the Company’s share capital will become SAR 450,000,000 divided into 45,000,000 Shares. The net proceeds of the Oering will be utilised to meet the The Oering consists of the issuance of 25,000,000 (twenty-ve million) new Shares (the “Rights Issue Company’s nancial solvency requirements, to fund the acquisition of new headquarters and expansion Shares” or the “New Shares”) at the Oer Price of SAR 10 (ten) per Share. plans and to satisfy part of the consideration payable for the Portfolio Transfer (see Section 10 (“Use of The Oering will comprise tradable securities (referred to collectively as the “Rights” and each a “Right”) Proceeds”)). The nal allocation will be announced no later than Wednesday 20/05/1436H (corresponding to to be issued to Shareholders registered in the Company’s register (referred to collectively as the “Qualifying 11/03/2015G) (the “Allocation Date”) (see Section 17.6 (“Subscription Terms and Conditions - Allocation”)). Shareholders” or “Registered Shareholders” and each a “Qualifying Shareholder” or a “Registered The Company has one class of shares and no Shareholder benets from any preferential voting rights. The Shareholder”, respectively) as at the close of trading on the date of the Oering EGM being on Tuesday New Shares will be fully paid-up and shall rank pari passu with the existing Shares. Each Share entitles the 21/04/1436H (corresponding to 10/02/2015G) (the “Eligibility Date”), provided that such Rights are holder to one (1) vote, and each shareholder (a “Shareholder”) with at least 20 Shares has the right to attend deposited in the account of each Registered Shareholder within two (2) days of the Eligibility Date in the ratio and vote at a General Assembly. The New Shares will entitle holders to receive dividends declared by the of one and a quarter (1.25) Rights for every one (1) Share held on the Eligibility Date. Each Right grants its Company after they are issued and in respect of subsequent scal years (see Section 8 (“Dividend Policy”) and holder the right to subscribe for one (1) New Share at the Oer Price. Section 2.3.8 (“Risk Factors - Dividends”). Registered Shareholders and other persons may trade the Rights on the Saudi Stock Exchange (the The Company has previously issued 20,000,000 Shares, which were listed on Tadawul on 05/08/1430H “Exchange” or “Tadawul”) from Tuesday 28/04/1436H (corresponding to 17/02/2015G) until the close of (corresponding to 27/07/2009G). The Founding Shareholders subscribed for 12,000,000 Shares representing trading on Thursday 07/05/1436H (corresponding to 26/02/2015G) (the “Trading Period”). sixty per cent. (60%) of the share capital of the Company, while the remaining 8,000,000 shares, representing The subscription for the New Shares will be in two (2) phases: forty per cent. (40%) of the share capital, were oered for public subscription through an IPO. (a) First Oering Period (Phase 1): from Tuesday 28/04/1436H (corresponding to 17/02/2015G) until Currently, the existing Shares are traded on Tadawul. The Company has made an application to the Capital the close of trading on Thursday 07/05/1436H (corresponding to 26/02/2015G) (the “First Oering Market Authority in the Kingdom of Saudi Arabia (“CMA”) for the admission of the New Shares to listing, Period”), during which only Registered Shareholders may exercise their Rights to subscribe (in whole all supporting documents required by the CMA have been supplied, and this Prospectus has been approved or in part) for the New Shares up to the number of Rights deposited in their accounts after the Oering by the CMA. Following admission of the New Shares to listing, Saudi nationals and nationals of other GCC EGM. The subscription for the New Shares will be approved, subject to the number of Rights available countries, companies, banks and funds, as well as non-Saudi individuals who are residents in the Kingdom, in the relevant account at the end of the Trading Period. The First Oering Period coincides with the will be permitted to trade in the New Shares. Furthermore, non-Saudi natural persons who are not residents Trading Period during which Registered Shareholders and Qualifying Investors may trade in the Rights. in the Kingdom and who are not nationals of GCC countries and institutions incorporated outside the Kingdom (b) Second Oering Period (Phase 2): from Sunday 10/05/1436H (corresponding to 01/03/2015G) until (each, a “Foreign Investor”) are permitted to acquire an economic interest in the New Shares by entering the close of trading on Tuesday 12/05/1436H (corresponding to 03/03/2015G) (the “Second Oering into a swap agreement with a person authorised by the CMA to acquire, hold and trade in shares on the Period”), during which all Rights’ holders whether Registered Shareholders or purchasers of Rights Tadawul on behalf of a Foreign Investor (the “Authorised Person”). Under such swap agreements, the during the Trading Period (referred to collectively as “Eligible Persons” and each an “Eligible Authorised Person will be the registered legal owner of such Shares. Trading in the New Shares is expected Person”), may exercise their Rights to subscribe for the New Shares. No trading of Rights will be to commence on the Exchange shortly after the nal allocation of the New Shares (see “Key Dates for Eligible permitted during this period.