Emirates Insurance Co. — Proxy Solicitation & Information Statement 2025

Mar 3, 2025

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Invitation to the General Assembly Meeting of Emirates Insurance Company PJSC

The Board of Directors of Emirates Insurance Company PJSC (the Company ) is pleased to invite its shareholders to attend the General Assembly meeting at the Company’s head office, Al Zahiyah area, Abu Dhabi on Tuesday 25 March 2025 at 12:00 P.M with the option to attend remotely to discuss and resolve the agenda detailed hereunder::

Special Resolutions:

1. Approving entry into the share buyback transaction between the Company and Mamoura Diversified Global Holding P.J.S.C (the Seller), whereby the Seller will sell, and the Company will buy 17,719,999 shares (the Shares), at a price per share of AED 7.95, in the Company's capital, with an aggregate price of AED 140,873,992.05 (representing 11.81% of the Company's issued capital) (the Transaction).

2. Approving the re-distribution of the Shares for free, pro-rata to the remaining shareholders of the Company, following the Transaction.

3. Approving the amendments to the following articles of the Company’s Articles of Association to comply with the Federal DecreeLaw No. (32) of 2021 concerning Commercial Companies and the applicable rules and regulations issued by the Securities and Commodities Authority (SCA) and the Central Bank of the United Arab Emirates (CBUAE), subject to the approval of the SCA and CBUAE (AoA Amendments):

Part One - Introduction; 1 (definition of DED, Companies Law, and Central Bank); 6; 15; 16; 17; 18; 19; 20; 23; 24; 27; 28; 31; 34; 35; 36; 37; 39; 40; 41; 43; 45; 47; and 57.

Ordinary Resolutions

1. Approving the Transaction as a related-party transaction pursuant to (i) Article 152 of Federal Decree Law No. (32) of 2021 on Commercial Companies; and (ii) Article 34(1) of Decision of the Chairman of the Securities and Commodities Authority's Board of Directors No. (3/Chairman) of 2020 concerning Approval of Joint Stock Companies’ Governance Guide.

2. Discharging Mr. Saeed Ateeq Al Baloushi and Ms. Amal Balkhair Al Ameri, who have submitted their resignations as members of the Board of Directors (to take effect upon completion of the Transaction, from their liabilities for the fiscal year ending 31 December 2024.

3. Authorising the Chairman of the Board of Directors of the Company, or any person authorised by the Board of Directors, to take any action as may be necessary to implement the Transaction and the aforementioned resolutions.

Notes:

1. As per the Securities and Commodities Authority's guidelines, shareholders of the Company attending virtually have to register electronically to be able to attend and vote on the items of the general assembly. Registration will be opened on Monday 24 March 2025 at 12:00 PM and will be closed on Tuesday 25 March 2025 at 12:00 PM . Shareholders can register by visiting the site www.smartagm.ae . Proxy holders must send a copy of the proxies to the following email address is@bankfab.com along with name/mobile number/ email to receive a SMS and credentials for registration and from 11:00 A.M to 12:00 P.M on Tuesday 25 March 2025 for attendees by person.

2. Any shareholder who is entitled to attend the Company’s Annual General Assembly Meeting may authorize another person (other than a Director) to attend the above mentioned meeting on behalf of the shareholder pursuant to a proxy provided that the representative of a number of shareholders does not hold in such capacity more than 5% of the Company’s share capital (persons of incomplete capacity or minors shall be represented by their legal representatives). A corporate person may delegate a representative or those in charge of its management pursuant to a resolution of its board of directors or its equivalent to represent such corporate person in a general assembly. The delegated person shall have the powers as determined in the delegating resolution.

3. The shareholder’s signature on the proxy, shall be attested by any of the following entities, The company shall take the appropriate actions to ascertain the validity and legitimacy of the resolutions and the attestations:

4. a) Public Notary.

5. b) Chamber of Commerce or the Department Economic in the country.

6. c) Bank or Company licensed in the country, provided that the agent shall have account

with any of them.

• d) Any other entity licensed to perform attestation works.

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1. The General Assembly Meeting will not discuss any distribution of dividends to shareholders, specify the proposed dividends to be distributed to shareholders, the proportion, amounts, or distribution dates.

2. 5) The General Assembly Meeting will be quorate if shareholders representing not less than 50% of the Company’s share capital attend. Each shareholder who is registered in the Company’s share book on Monday 24 March 2025 is entitled to attend the first meeting. In the event a quorum for the first meeting is not achieved, the General Assembly Meeting will be adjourned until Monday 7th April 2025 at the same time and place and will be considered duly convened if attended by one or more shareholders. Shareholders who are registered in the Company’s share book on Friday 4 April 2025 shall then be entitled to attend the second meeting

3. A Special Resolution is a resolution passed by majority vote of at least three-quarters (75%) of the shares represented in the General Assembly Meeting of the Company.

4. Where the necessary quorum is not achieved in the first meeting, all duly completed proxy forms shall continue to be valid and in full force for any adjourned meeting unless revoked by the relevant shareholder by notice to the Emirates Insurance Company Head Office Abu Dhabi, Compliance Department at least two days prior to the relevant adjourned meeting through the email address compliance@eminsco.com.

5. The date on which shareholders of the Company who are eligible to receive the Shares as a result of the Transaction (i.e., the Record Date) will be published by the Company on the Abu Dhabi Securities Exchange’s website in due course, and in all cases before the General Assembly meeting is convened.

6. You may refer to the Guidebook to Rights of Securities Investors in the United Arab Emirates via the following link: https://www.sca.gov.ae/en/regulations/minority-investor-protection.aspx

The Board of Directors

Proxy

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To: The Chairman of Emirates Insurance Company (PJSC)

Dear Sir,

I/We…………………………………………………….

The shareholder (s) of Emirates Insurance Company (PJSC) hereby appoint by virtue of this proxy. Mr./Mrs.………………………………………………., to represent me and vote on the agenda items on my behalf in the General Assembly meeting to be held on Tuesday 25 March 2025 (12 PM) or any adjourned meeting therefore.

Shareholder Investor Number: …………………………………………. Shareholder Mobile Number: …………………………………………… Proxyholder Mobile Number: ……………………………………………

Date: / / 2025 Signature: …………………………………………. Number of Shares: …………………………………………….