The Board of Directors of Buruj Cooperative Insurance Company (Buruj) invites its shareholders to attend the Extraordinary General Assembly Meeting (First meeting) via modern technology means
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Buruj Cooperative Insurance Co. (“Buruj” or “The Company”) is pleased to invite the shareholders to attend and to vote in the meeting of the Extraordinary General Meeting (The First Meeting) through modern technology, which is scheduled to be held at 19:30 on Thursday 01/05/1447H (corresponding to 23/10/2025G). |
| City and Location of the General Assembly's Meeting | [Company headquarters, Riyadh - through means of modern technology.] |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2025-10-23 Corresponding to 1447-05-01 |
| Time of the General Assembly’s Meeting | 19:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the Company’s shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | The First Meeting shall be valid only if attended by shareholders representing at least half of the capital. If the necessary quorum for holding the First Meeting is not achieved, a second meeting will be held an hour after the end of the period specified for the First Meeting, and the second meeting will be valid if attended by shareholders representing at least a quarter of the capital. |
| General Assembly Meeting Agenda | To vote on the proposal submitted by the Mediterranean and Gulf Insurance and Reinsurance Co. (“Medgulf”) to merge Buruj into Medgulf in accordance with the provisions of Articles (225), (227), (228) and (229) of the Companies Law and Article (49)(a)(1) of the Merger and Acquisition Regulations, through the issuance of 33,157,894 new shares in Medgulf, and the dissolution of Buruj as a result, in accordance with the relevant statutory requirements and the terms and conditions of the merger agreement concluded between Buruj and Medgulf on 01/02/1447H (corresponding to 26/07/2025G) (the “Merger Agreement”), including voting on the following matters related to the merger deal:
• The provisions of the Merger Agreement concluded between Buruj and Medgulf on 01/02/1447H (corresponding to 26/07/2025G).
• Authorizing the Board of Directors, or any person authorized by the Board of Directors, to issue any decision or take any action that may be necessary to implement any of the above-mentioned decisions. |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Shareholders have the right to discuss the items listed on the agenda of the EGM and to pose questions during the EGM meeting.
Registering and voting in Tadawulaty platform is free and available to all shareholders via the following link: www.tadawulaty.com.sa. |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in Tadawulaty electronic voting services will be able to vote electronically on the assembly items, starting from 1:00 AM of Sunday 27/041447H (corresponding to 19/10/2025G). until the Counting Committee Concludes Counting the Votes. Registration and voting through Tadawulaty is available and free of charge to all shareholders using the following link:
www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | Valued shareholders can also direct their questions and inquiries by contacting the Shareholders Relations Department through phone number: 011-2938383 Ext 1164 or at the following e-mail: [email protected]
during official working hours from Sunday to Thursday from eight in the morning until four in the afternoon. |
| Additional Information | It is worth noting that the agenda item is a condition the Merger. If the item was not approved by the requisite majority or if any other condition of the Merger per the merger agreement is not met, the Merger will not be effective. If both of Medgulf and Buruj’s EGMs approve the Merger resolutions, Medgulf’s capital will be increased and Buruj’s shareholders who are registered in the shareholders’ register of Buruj at the end of the second trading period following the date of the EGMs’ approval will receive 1.10526313333333 ordinary share in Medgulf for each Buruj share owned. Following the update of the commercial register after that, the Merger will be effective and consequently buruj will dissolve by force of law and all its shares will be cancelled pursuant to Articles (225) and (227 - 229) of the Companies Law and the provisions of Article (49)(a)(1) of the Merger and Acquisition Regulations and all its rights, assets, obligations and contracts will be subsumed by Medgulf.
For more details, please read the offer document prepared by Medgulf and addressed to the shareholders of Buruj, and the circular issued by the Company’s board of directors published on the Saudi Exchange website on 06/04/1447H (corresponding to 28/09/2025G). You can also direct your inquiries related to the merger through the communication channels referred to above |
| Attached Documents | |
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