Sigma Capital

03-03-2025

Gulf Union Al Ahlia Cooperative Insurance Co. invites its shareholders to attend the extraordinary general assembly meeting which includes the increase of the Company’s capital (first meeting) Through Modern Technology

Source: MIST

Tadawul-


Element List Explanation
Introduction The board of directors of Gulf Union Al Ahlia Cooperative Insurance Co. (“GUAI” or the “Company”) is pleased to invite its esteemed shareholders to attend and vote at its extraordinary general assembly meeting (the “EGM”) scheduled at (09:00 PM) on Thursday 27/09/1446H (corresponding to 27/03/2025G) which includes the increase of the Company’s capital (first meeting), remotely by means of contemporary technology using the Tadawulaty platform.
City and Location of the Extraordinary General Assembly's Meeting Through modern technology from the Company’s headquarters in Dammam (using the Tadawulaty).
Hyperlink of the Meeting Location Click Here
Date of the General Assembly's Meeting 2025-03-27 Corresponding to 1446-09-27
Time of the General Assembly’s Meeting 21:00
Methodology of Convening the General Assembly’s Meeting Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End As per the rules and regulations, any shareholder registered in the Company’s shareholders register at the Securities Depository Center Company (Edaa) as of the end of trading session preceding the EGM has the right to attend the EGM.
The right to register to attend the EGM ends at the time of convening the EGM. The attendees’ right to vote on the agenda items of the EGM ends upon the end of the vote tallying by the votes collection committee.

It is worth noting that, according to Paragraph (n) of Article (3) of the Merger and Acquisition Regulations, a shareholder who holds shares in both GUAI and Gulf General Cooperative Insurance Company (“GGI”) is not entitled to vote on resolutions relating to the Transaction (as defined in the agenda below) except in the EGM of one of the companies, and in the event a shareholder votes in both EGMs, his vote will only be counted in one of them. For more details, please review the Shareholders’ Circular published by the Company.

Quorum for Convening the General Assembly's Meeting Pursuant to Article 31 of the Company’s bylaws, the EGM will be quorate if attended by shareholders representing at least half of the voting shares. In case this quorum is not met, a second meeting will be held within one hour of the scheduled time for the first meeting, and this second meeting will be valid if attended by shareholders representing at least one quarter of voting shares.
Meeting Agenda 1- Voting on the increase of the Company’s share capital from four hundred fifty-eight million nine hundred forty-nine thousand two hundred eighty (SAR 458,949,280) Saudi Riyals to six hundred eighty-seven million one hundred eighty-one thousand five hundred fifty (SAR 687,181,550) Saudi Riyals representing a 49.73% increase in the current capital, through the issuance of twenty-two million, eight hundred twenty-three thousand, two hundred twenty-seven (22,823,227) shares at a rate of (0.7607742333333330) shares in the Company for every share in Gulf General Cooperative Insurance Company (“GGI”) for the purpose of merging GGI into the Company in accordance with the provisions of Articles (225) and (227 - 229) of the Companies Law and the provisions of Article (49)(a)(1) of the Merger and Acquisition Regulations, including voting of the following matters related to the Merger:
a) The provisions of Merger Agreement entered into between the Company and GGI on 08/06/1446H (corresponding to 09/12/2024G).

b) The increase of GUAI’s capital from four hundred fifty-eight million nine hundred forty-nine thousand two hundred eighty (458,949,280) Saudi Riyals to six hundred eighty-seven million one hundred eighty-one thousand five hundred fifty (687,181,550) Saudi Riyals as per the terms and conditions of Merger Agreement.

c) The proposed amendments to Article Eight (8) of the Company’s bylaws, which relates to the capital (attached).

d) The authorization of the Company’s board of directors, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

2- Voting on the amendment to change the name of the "Saudi Central Bank" to the "Insurance Authority" wherever it appears in the bylaws (attached).

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 can vote remotely on the EGM’s agenda items starting from [01:00 AM] of Sunday 23/09/1446H (corresponding to 23/03/2025G) until the vote collection committee concludes its work. Registering and voting through Tadawulaty services is available free of charge to all shareholders through this link www.tadawulaty.com.sa.
Method of Communication in Case of Any Enquiries For any further inquiries regarding any of the EGM’s agenda items, please contact the Investors Relations Department and Board Secretary during working hours on the phone number: 8003040077. or 0138358400.or through email on: BOD@gulfunion-saudi.com.
Additional Information It is worth noting that the agenda first 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 GUAI and GGI’s EGMs approve the Merger resolutions, GUAI’s capital will be increased and GGI’s shareholders who are registered in the shareholders’ register of GGI at the end of the second trading period following the date of the EGMs’ approval will receive (0.7607742333333330) share in GUAI for each GGI share owned. Following the update of the commercial register after that, the Merger will be effective and consequently GGI 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 GUAI.
For more details about the Merger, its terms and conditions, and all matters related to it, including the related risks and the steps and procedures to effect the Merger, shareholders should refer to the Shareholders’ Circular previously published by the Company on 28/08/1446H (corresponding to 27/02/2025G). The Company notes the importance of reviewing the Shareholders’ Circular in its entirety before making any decisions related to the Merger.