Right Issue Prospectus Saudi fransi Cooperative Insurance Company A Public Saudi Joint Stock Company formed pursuant to the Ministerial Resolution No.142 dated 8/6/1428H (corresponding to 24/6/2007G) and in accordance with Royal Decree No. M/60 dated 18/09/1427 H (corresponding to 11/10/2006G). Offering of 10,000,000 ordinary shares at an offer price of SR 12.5 per share (nominal value of SR 10, plus a premium of SR 2.5) through a rights issue. This offering represents an increase in the Company’s Capital of SR 100,000,000 and a total offer premium of SR 25,000,000. The increase represents 100 % of the Company’s Capital. Offering Period from 25/04/1431 H (corresponding to10/04/2010 G) to 05/05/1431 H (corresponding to 19/04/2010 G), Saudi Fransi Cooperative Insurance Company (hereinafter referred to as the “Company”) is a public joint stock company registered in Saudi Arabia under Commercial Registration Number 1010235601 pursuant to the Ministerial Resolution No. 142 dated 8/6/1428H (corresponding to 24/62007G) and in accordance with Royal Decree No. M/60 dated 18/09/1427H (corresponding to 11/10/2006G). The share capital of the Company is currently SR 100,000,000 (currently one hundred million) consisting of 10,000,000 (ten million) shares with a nominal value of SR 10 each (each an “Existing Share” and collectively the “Existing Shares”), all of which are fully paid. This Rights Issue (the “Offering”) consists of the issuance of 10,000,000 new shares (referred to as “New Shares”), at a nominal value of SR 10 plus a premium of SR 2.5 per share (“Offer Price”) to registered holders of Shares (each a “Qualifying Shareholder” and collectively the “Qualifying Shareholders”) as at the end of the trading day of the Extraordinary General Meeting (“EGM”) which decided such capital increase (the “Record Date”). The purpose is to increase the share capital of the Company from 10,000,000 shares to 20,000,000 shares. The New Shares will be offered on the basis of one New Share for every Existing Share held at the Record Date by the Qualifying Shareholder. The Rights Issue will be allotted to the Qualifying Shareholders who have expressed their desire to subscribe thereto, in proportion to the Existing Shares owned by them, as at the Record Date. The remaining Shares that were not subscribed to by their holders–if any- will be allocated to the Qualifying Shareholders who applied for more than the minimum number to which they are entitled to pursuant to the “Subscription Terms and Conditions”. All fractional entitlements will be pooled together in one portfolio and sold at market price. The surplus of the offer price will be then distributed pro rata to the holders of shares at the Record Date. Following completion of the Offering, the capital of the Company will be SR 200,000,000 and the number of shares will be 20,000,000 Shares. The net proceeds will be used to finance the future plans of expansion of the Company and for the general objects of the Company (Refer to Section 6 entitled “Use of Proceeds”). The net proceeds of the Offering will be utilized to finance the Company’s expansion plans and for general corporate purposes; the Company’s Shareholders will not receive any proceeds resulting from the Offering (See Section 6 (“Use of Proceeds”).The Company’s Board of Directors has recommended increasing the Capital of the Company in its meeting held on 3/2/1431H (corresponding to 18/1/2010G), after obtaining all necessary regulatory approvals. On 18/4/1431H (corresponding to 3/4/2010G), the EGM approved the recommendation to increase the Capital of the Company from SR 100,000,000 (one hundred million) to SR 200,000,000 (two hundred million). The Rights Issue Offering Period will commence on 25/04/1431 H (corresponding to 10/04/2010 G) and will remain open for a period of 10 days up to and including the closing day of subscription on 05/05/1431 H (corresponding to 19/04/2010 G) (the “Offering Period”). Qualifying Shareholders (collectively the “Subscribers”, and each one a “Subscriber”) may submit their application to subscribe to the New Shares at the Lead Manager’s offices or at branches of one of the Receiving Banks (“Receiving Banks”) as set forth in page v of this Prospectus during the Offering Period. The procedure for acceptance and payment is set out in the Section entitled “How to apply”. The excess subscriptions monies (if any) will be returned to Qualifying Shareholders without any charge, commission or deductions by the Lead Manager or the Receiving Banks. Notification of the final allotment and refund of subscription monies, if any, will be made on 10/05/1431 H (corresponding to 24/04/2010 G) (See Section 15 “Subscription Terms and Conditions”). The Company has only one class of Shares and no share gives its holder preferential rights. New shares will be fully paid-up and rank equally in all respects with the Existing Shares. Each New Share entitles its holder to one vote and each shareholder (“Shareholder”) with at least 20 Shares has the right to attend and vote at general assemblies of the Shareholders. The New Shares will be entitled to receive dividends declared by the Company, if any (See Section entitled (“Dividend Policy”)). The Existing Shares are currently traded in the Saudi financial market. Application has been made to the Capital Market Authority of the Kingdom of Saudi Arabia (the “Authority” or “CMA”) for the admission of the New Shares to the Official List of the Saudi Arabian Stock Exchange (“Tadawul” or “Exchange”). Trading in the New Shares is expected to commence on the Exchange soon after the final allocation of the New Shares and the return of the surplus (See Key Important Dates for Investors in page ix). Qualifying Shareholders contemplating to purchase New Shares should review the “Important Notice” and “Risk Factors” sections in this Prospectus for a discussion of certain factors that should be considered before taking a decision in relation to the Offering. Financial Advisors and Lead Manager Underwriter Receiving Banks This Prospectus includes information given in compliance with the Listing Rules of the Capital Market Authority of Saudi Arabia (the “Authority”). The Directors, whose names appear on page iii, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and the Saudi Arabian Stock Exchange take no responsibility for the contents of this document, 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. This Prospectus is dated 20/4/1431H (corresponding to 5/4/2010G) Right Issue Prospectus Important Notice This Prospectus provides full details of information relating to Saudi Fransi Cooperative Insurance Company herein after referred to as the “Company” and the New Shares being offered. In applying for the New Shares, Qualifying Shareholders will be treated as applying only on the basis of the information contained in this Prospectus, copies of which are available from either branches of the Lead Manager or the Receiving Banks, or by visiting the Company’s website (www.allianzsf.com) or the Authority’s website (www.cma.org.sa). The Company has appointed Calyon Saudi Fransi as its Financial Advisor, Lead Manager and Underwriter with respect to the Offering of the Rights Issue referred to in this Prospectus. This Prospectus includes information given in compliance with the Listing Rules issued by the Authority. The Directors, whose names appear on page iii, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and the Exchange take no responsibility for the content of this Prospectus, make no representations as to its accuracy or completeness and explicitly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus. While the Company has made all reasonable enquiries as to the accuracy of the information contained in this Prospectus as at the date hereof, substantial portions of the market and industry information herein are derived from external sources, and while neither the Company nor its Financial Adviser or the Company’s advisors whose names appears in page viii do not have any reason to believe that any of the market or industry information is materially inaccurate, such information has not been independently verified and no representation is made with respect to the accuracy or completeness of any of this information. The information contained in this Prospectus as at the date hereof is subject to change. In particular, the actual financial state of the Company and the value of the New Shares may be adversely affected by future developments in inflation, financing costs, taxation or other economic, political and other factors, over which the Company may not have control. Neither the delivery of this Prospectus nor any oral, written or printed communication in relation to the New Shares is intended to be, or should be construed as or relied upon in any way as a promise, undertaking or representation as to future profits, results or events.