Rights Issue Prospectus Al Rajhi Takaful Al Rajhi Company for Cooperative Insurance - Al Rajhi Takaful - is a Saudi joint stock company incorporated pursuant to the Council of Ministers Resolution No. 181 dated 26 / 06 / 1429H (corresponding to 01 / 07 / 2008G) (according to the Royal Decree No. M/35, dated 27 / 06 / 1429H (corresponding to 01 / 07 /2008G) and Commercial Registration No. 1010270371. Offering of 20,000,000 Ordinary Shares through a Rights Issue at an Offer Price of SAR 10 per Share representing an increase of SAR 200 million, or 100% of the Share Capital of the Company. First Offering Period: from 26 / 05 / 1436H (corresponding to 17 / 03 / 2015G) to 06 / 06 / 1436H (corresponding to 26 / 03 / 2015G). Second Offering Period: from 09 / 06 / 1436H (corresponding to 29 / 03 / 2015G) to 11 / 06 / 1436H (corresponding to 31 / 03 / 2015G). Al Rajhi Company for Cooperative Insurance (hereinafter referred to the “Company” or “Al Rajhi Takaful”) is a joint stock company incorporated pursuant to the Council of Ministers Resolution No. 181 dated 26 / 06 /1429H, (corresponding to 01 / 07 / 2008G) (according to the Royal Decree No. M/35, dated 27 / 06 /1429H (corresponding to 01 / 07 / 2008G) Commercial Registration No. 1010270371, issued in Riyadh on 05 / 07 / 1430H (corresponding to 28 / 06 / 2009G. The Company's current Share Capital is SAR 200,000,000 (two hundred million Saudi Riyals) divided into 20,000,000 (twenty million) shares with a nominal value of (SAR 10) ten Saudi Riyal per Share (each share is referred to as “Existing Share” and collectively as “Existing shares”), all of them are fully paid. The Offering consists of the issuance of 20,000,000 Ordinary New Shares (the “Rights” or the “New Shares”) at an Offer Price of SAR 10 per share (“Offer Price”) to increase the Company’s Share Capital from SAR 200,000,000 to SAR 400,000,000 divided into 40,000,000 shares with a nominal value of 10 SAR per share. The Company’s Board of Directors in its meeting held on 27 / 06 / 1435H (corresponding to 27 / 04 / 2014G) has recommended to increase the Company’s Share Capital from SAR 200,000,000 to SAR 400,000,000, after obtaining the regulatory approvals. The Company’s Extraordinary General Meeting held on 19 / 05 / 1436H (corresponding to 10 / 03 / 2015G) has approved the Board of Director’s recommendation to increase the capital. Substantial Shareholders in the Company are Al Rajhi Bank which owns 22.5% of the Company’s Shares , Al Rajhi Insurance Company Limited-Bahrain which owns 26.5% of the Company’s Shares and Oman Insurance Company - UAE) which owns 6% of the Company's shares. The Offering will be issued as tradable securities (referred to collectively as the “Rights” and each a “Right”) to Shareholders registered in the Company as at the close of trading on the date of the EGM being on 19 / 05 / 1436H, (corresponding to 10 / 03 / 2015G) (the “Eligibility Date”) (referred to collectively as “Registered Shareholders” and each a “Registered Shareholder”), provided that such Rights are deposited in the Registered Shareholders' accounts within two (2) days of the Eligibility Date at one Right per shareholder. Each Right grants its holder the eligibility to subscribe to one New Share at the Offer Price. Registered Shareholders and other investors (institutional and individuals) may trade the Rights on the Saudi Stock Exchange (“Tadawul” or the “Exchange”) during the period from Tuesday 26 / 05 / 1436H (corresponding to 17 / 03 / 2015G) until the end of Thursday 06 / 06/ 1436H (corresponding to 26 / 03 / 2015G) (“Trading Period”). The New Shares will be subscribed in two periods as follows: (A) First Offering Period: from Tuesday 26 / 05 / 1436H (corresponding to 17 / 03 / 2015G) to the end of Thursday 06 / 06 / 1436H (corresponding to 26 / 03 / 2015G) (the First Offering Period), during which only Registered Shareholders may exercise their Rights to subscribe (in whole or in part) for the New Shares up to the number of Rights deposited in their accounts after the EGM. The subscription for the New Shares will be approved, subject to the number of Rights available in the relevant account at the end of the Trading Period. The First Offering Period coincides with the Trading Period during which Registered Shareholders and other investors (institutional and individuals) may trade in the Rights.. (B) Second Offering Period: from Sunday 09 / 06 / 1436H (corresponding to 29 / 03 / 2015G) until the end of Tuesday 11 / 06 / 1436H (corresponding to 31 / 03 / 2015G). (“Second Offering Period”), during which all rights holders whether those Registered Shareholders or other investors (institutional and individuals) who have purchased the rights during Trading Period (collectively are referred to as “Eligible Persons” and individually as “Eligible Person”, are allowed to exercise their subscription right, while the rights cannot be traded in this period. Subscription applications are submitted in both periods at any branch of the Receiving Agents (“Receiving Agents”) described on page I of this Prospectus. In the event that any Shares remain unsubscribed for after the First Offering Period and the Second Offering Period (the “Rump Shares”), they will be offered to a number of institutional investors (referred to as “Institutional Investors”), provided that such Institutional Investors submit offers to purchase the Remaining Shares. Receipt of such offers will start at 10:00 am of 16 / 06 / 1436H, corresponding to 05 / 04 / 2015G until 10:00 am of the next day of 17 / 06 / 1436H, corresponding to 06 / 04 / 2015G.This offering will be referred to as the “Rump Offering”. The Rump Shares will be allocated to Institutional Investors in order Y Institutional Investors that tendered offers at the same price. Fractional Shares (the “Fractional Shares”) will be added to the Rump Shares and treated in the same manner. All proceeds resulting from the sale of the Rump Shares and the Fractional Shares up to the paid Offer Price shall be distributed to the Company and any proceeds in excess of the paid Offer Price shall be distributed to the Eligible Persons no later than 27 / 06 / 1436H, corresponding to 16 / 04 / 2015G. In the case that there are Rump Shares not purchased by the Institutional Investors, such shares will be allocated to the Underwriter, who will purchase the same at the Offer Price (please see section “Subscription Terms and Conditions”). After the completion of the Offering, the Company’s Share Capital will become SAR 400,000,000 (Four Million Saudi Riyals) and the number of the Company’s Shares will be 40 million shares. The net proceeds of the Offering will be utilized to meet PYYP! Y"#M&#N+;<Y than 19 / 06 / 1436H) corresponding to 08 / 04 / 2015G (“Allocation date”) (see “Allocation” section) The Company has only one class of Shares and no shareholder will have any preferential voting rights. The New Shares will be fully paid and rank identically with the existing Shares. Each Share entitles its holder to one vote and each shareholder (“Shareholder”) with at least twenty (20) Shares has the right to attend and vote at the general assembly meetings (each a “General Assembly Meeting”) of the Company. The New Shares will be entitled to receive their portion of any YY"#M=#N; The Company listed 20,000,000 shares on 21 / 07 / 1430H corresponding to 13 / 07 / 2009G on Tadawul (Saudi Stock Exchange). The Founding Shareholders subscribed for 70% of the Company’s Share Capital while the remaining 30% had been offered through an IPO. 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 (“CMA”) for the admission and Listing of the New Shares on the Exchange. Approval of this Prospectus has been granted and all supporting documents >?;<@JY@ Shares and refund of the excess amounts (see section “Key Dates for Subscribers”). Following the commencement of trading in the Shares, Saudi nationals and residents, GCC nationals, Saudi companies, banks and funds, GCC companies and establishments, foreign investors from outside the Kingdom (through swap +;<!>? The "Important Notice" and "Risk Factors" sections of this Prospectus should be read in whole and carefully by all eligible investors prior to making a decision to invest in the New Shares offered hereby Financial Advisor Lead Manager ! Receiving Agents Underwriter This Prospectus includes information given in compliance with the Listing Rules (the “Listing Rules”) issued by the CMA in the Kingdom of Saudi Arabia. The Directors, VWX#Y !!;< CMA and Tadawul take no responsibility for the contents of this Prospectus, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document <YJY?;<? >?";;;+YZ; This Prospectus was issued on 19 / 05 / 1436H (corresponding to 10 / 03 / 2015G). * A Complementary Prospectus has been issued regarding changing the Lead Manager to become Saudi Hollandi Capital instead of Al Dukheil Financial Group as already mentioned in the red herring Prospectus. Rights Issue Prospectus A Rights Issue Prospectus Important notice This Prospectus (“the Prospectus”) provides details of information relating to Al Rajhi Company for Cooperative Insurance (“Al Rajhi Takaful ” or the “Company”) and the offered Rights. When applying for the New Shares, Eligible Persons will be treated as applying solely on the basis of the information contained in this Prospectus, copies of which Y\>? ]^;X<!;_?^;!;;>?^ www.cma.org.sa < ? =! _? "M_?N+\ > "M\ >N+&"M&N+`P; <#\>!?"M>?N+; The directors, whose names appear on page 36 collectively and individually accept full responsibility for the accuracy of #Y knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.