Saudi Reinsurance Company, a Saudi joint stock company under formation in accordance with Council of Ministers Resolution No. 319 dated 24/10/1428 H (corresponding to 5/11/2007 G) and Royal Decree No. M/83 dated 25/10/1428 H (corresponding to 6/11/2007 G).

SAR 10 per share

100,000,000 ordinary shares

40,000,000 ordinary shares

The Offer Shares represent 40% of the Company’s share capital

SAR 10 per share

SAR 400,000,000

40,000,000 shares

SAR 400,000,000

50 shares

SAR 500

100,000

1,000,000

The net proceeds from the Offering, after deducting the Offering expenses (the “Net Proceeds”), will be used by the Company for working capital and general corporate purposes. (please refer to section “Use of Proceeds”).

Allocation of the Offer Shares is expected to be completed on or around 12/03/1429 H (corresponding to 20/03/2008 G). In the event of the Offering being oversubscribed, each Investor will be allocated a minimum of 50 Offer Shares with the remaining Offer Shares being allocated on a pro-rata basis. The Company does not guarantee the minimum allocation of 50 Offer Shares in the event that the number of Subscribers exceeds 800,000. In that case, the Offer Shares will be allocated equally between all Subscribers.

Excess of subscription monies, if any, will be refunded to Subscribers without any charge or withholding by the Receiving Banks on 12/03/1429 H (Corresponding to 20/03/2008 G). (See “Subscription Terms and Conditions” – Allocation and Refunds section).

The Offer will commence on 30/02/1429 H (corresponding to 08/03/2008 G) and will remain open for a period of (8) days up to and including 07/03/1429 H (corresponding to 15/03/2008 G).

The Offer Shares will be entitled to receive dividends declared by the Company from the date of the commencement of the Offering Period and for subsequent fiscal years. For a discussion of the Company’s dividend policy, see “Dividend Policy” section.

The Company has only one class of Shares and no Shareholder has any preferential voting rights. Each Share entitles the holder to one vote and each Shareholder holding at least 20 Shares has the right to attend and vote at the General Assembly Meeting. For a discussion of the Company’s voting rights, see “Voting Rights” section.

The Founding Shareholders may not dispose of any Shares for three full years, each consisting of 12 months from the date of incorporation of the Company. After the 3-year lock up period has elapsed, the Founding Shareholders may dispose of their Shares only after obtaining relevant regulatory approvals.

Prior to the Offering, there has been no public market for the Shares in Saudi Arabia or elsewhere. An application has been made to the CMA for the admission of the Shares to the Official List and all relevant approvals pertaining to this Prospectus and all other supporting documents requested by the CMA in addition to all relevant regulatory approvals required to conduct the Offering have been granted. Trading is expected to commence on the Exchange soon after the final allocation of the Shares and after all relevant official procedures have been completed (See “Key Dates for Investors” section).

There are certain risks relating to an investment in this Offering. These risks can be categorized into (i) Risks related to the Company’s Operations; (ii) Risks related to the Market and to the Regulatory Environment; and (iii) Risks related to the Ordinary Shares. These risks are described in the “Risk Factors” section of this Prospectus which should be read carefully prior to making an investment decision in the Offer Shares.