Gulf General Cooperative Insurance Co. Announces the publication of the circular of its board of directors which includes the opinion of the Board of Directors of Gulf General Cooperative Insurance Co. regarding the offer submitted to the shareholders of Gulf General Cooperative Insurance Co regarding the merger deal with Gulf Union Alahlia Cooperative Insurance Co.

Element List	Explanation
Introduction	Reference to the Capital Market Authority’s approval of the request of the Gulf Union Alahlia Cooperative Insurance Co. (“GUAI”) to increase its capital for the purpose of merging the Gulf General Cooperative Insurance Co. (“GGI”) into GUAI through an offer to exchange securities issued on (25/08/1446H (corresponding to 24/02/2025G) Earlier today, GUAI published the offer document addressed to the shareholders of GGI (the “Offer Document”), which includes the relevant details of the offer submitted by GUAI to the shareholders of GGI for the purpose of merging GGI into the GUAI for issuing new shares to GGI in GUAI, prepared in accordance with the requirements Article (38) of the Merger and Acquisition Regulations issued by the Board of the Capital Market Authority pursuant to Resolution No. 1-50-2007 dated 09/21/1428H (corresponding to 10/03/2007G) based on the Capital Market Law issued by Royal Decree No. M/30 dated 02/02 06/1424H, amended by the Capital Market Authority’s Board Resolution No. 8-5-2023 dated 06/25/1444H corresponding to 01/18/2023G based on the Capital Market Law issued by Royal Decree No. M/30 dated 06/02/1424H and the Companies Law issued by Royal Decree No. Article / 132 dated 01/12/1443H. ("Mergers and Acquisitions Regulations"). In this regard, GGI announces the publication of the circular of its board of directors (“Circular of the Board of Directors” or the “Circular”) prepared in accordance with the requirements of Article (39) of the Merger and Acquisition Regulations, which includes the opinion of the Board of Directors of GGI regarding the offer submitted to the shareholders of GGI regarding the merger deal, and also includes independent advice provided to the Board of Directors of GGI by Al Inma capital Company (“Al Inma capital”), who was appointed as a financial advisor to GGI in relation to the merger deal in accordance with the provisions of Article (18) of the Merger and Acquisition Regulations. GGI would also like to confirm that a number of documents related to the merger deal described in the circular of the Board of Directors will be made available for inspection by the shareholders of GGI, starting from the date 28/08/1446H (corresponding to 27/02/2025G). The documents are available during normal working hours from Nine in the morning until Five in the afternoon during any working day (Sunday to Thursday) from the date of publication of this circular until the end of the Offer Period (as defined in the circular of the Board of Directors). The documents related to the merger deal will also be made available at its main headquarters, located at Jeddah – Madinah Road, Al Ghaithi Plaza, P.O. Box 1866 Jeddah 21441, Kingdom of Saudi Arabia. The Board of Directors of GGI stresses the importance of shareholders reading the Offer Document and the Circular of the Board of Directors in detail before voting on any of the decisions related to the merger deal. In the event of any doubt regarding the actions that should be taken, the Board of Directors of GGI recommend that the concerned shareholder obtain independent financial advice from an independent financial advisor licensed by the Saudi Capital Market Authority. Provided that the concerned shareholder ascertains the suitability of the merger deal, the information contained in the offer document, and the Circular of the Board of Directors of its investment objectives and financial conditions. For more details about the merger deal, its terms and conditions, all related matters, and the procedures for completing the merger deal, please see the offer document and the Circular of the Board of Directors. GGI will also announce any material developments regarding the merger deal in due course For more details about the merger deal, its terms and conditions, all related matters, and the procedures for completing the merger deal, please see the offer document and the Circular of the Board of Directors. GGI will also announce any material developments regarding the merger deal in due course
Previous Announcement	GGI announces the start of the creditors’ objection period in relation to the merger deal with Gulf Union Alahlia Cooperative Insurance Co.
Date of Previous Announcement on Saudi Exchange’s Website	2025-02-25 Corresponding to 1446-08-26
Hyperlink to the Previous Announcement on the Saudi Exchange Website	Click Here
Latest Developments Of The Announced Event	The publication of the Circular of the Board of Directors.
Reasons For The Delay on The Date of The Event Previously Announced	Not applicable.
The costs associated with the event, and if they have changed or not with indication of the reasons.	For further details about the Merger and its costs, please refer to Section 8-2-12 in the Circular of the Board of Directors.
Delay consequences on the Company’s financial results	Not applicable.
Additional Information	A copy of the circular of the Board of Directors is attached to this announcement. Copies of this circular can also be obtained by visiting the website of GGI (www. ggi-sa.com) or the website of the Saudi Stock Exchange Company (“Tadawul”) (www.tadawul.com.sa). Copies of the offer document can also be obtained by visiting the website of GUAI (www. gulfunion.com.sa) or the website of the Capital Market Authority (www.cma.org.sa). The Company notes that the Merger remains subject to a number of other conditions, including obtaining the approval of GUAI and GGI’s shareholders, and other conditions stated in the entry into the agreement announcement. GGI will make further announcements as and when material developments occur in relation to the Merger, including the invite of the extraordinary general assembly relating to it.
Attached Documents