The Board of Directors of the Gulf General Cooperative Insurance Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held, at 6:30 P.M. on Monday, 17 Rajab 1445 AH, corresponding to 29 January 2024 AD, through means of modern technology.

City and venue of General Assembly meeting: Company headquarters, Jeddah - through means of modern technology.

Link of the venue of the meeting: www.tadawulaty.com.sa

Date of the General Assembly meeting:  17/07/1445 AH corresponding to 29/01/2024 AD

Time of the General Assembly meeting: 18:30

The right to attend, the right to register, and the end of voting:

Each shareholder registered in the Company’s shareholder register maintained at the Depositary Center Registry at the end of the trading session proceeding the General Assembly Meeting is eligible to attend the General Assembly meeting as per the Laws and Regulations.  The right to register the attendees at the meeting ends at the time of holding the General Assembly meeting. In addition, the right to vote on the items of the General Assembly ends when the counting committee concludes counting the votes.

Quorum required for holding the General Assembly meeting:

The meeting of the extraordinary general assembly shall be valid if attended by shareholders representing at least half of the company's capital. If the quorum required to hold this meeting is not available, the second meeting will be held one hour after the end of the period specified for holding the first meeting. The second meeting shall be valid if it is attended by shareholders representing at least (a quarter) of the capital.

General Assembly agenda:

1. Voting on the Board’ recommendation regarding decrease of the Company’s capital, as the following:

• Company’s capital before the decrease: (500,000,000) Saudi Riyal.
• Company’s capital after the decrease: (300,000,000) Saudi Riyal.
• Number of Shares before the decrease: (50,000,000) shares.
• Number of Shares after the decrease: (30,000,000) shares.
• The percentage of the capital decrease: 40% of the Company’s capital.
• Reasons for capital decrease: Restructuring the company's capital to write-off an amount of 200,000,000 riyals (two hundred million Saudi riyals) from the accumulated losses.
• Method of capital decrease: Cancellation of (20,000,000) shares of the Company's shares at a discount of 0.4 shares for each share.
• Date of decrease: If the item is approved, reduction resolution shall be effective on the eligible shareholders who are holding shares on day of convening the Extra-Ordinary General Assembly and who are registered in the shareholders registry with the Securities Depository Center Company (“Edaa”) at the end of the second trading day following the date of convening the Extraordinary General Assembly meeting, in which the capital reduction was decided.
• Impact of Capital decrease on Company’s obligations: There is no material impact from the capital reduction on the company’s financial, operational, or regulatory obligations, operations, or performance, and the ownership percentage of any shareholder will not change as a result of the capital reduction.
• Amending Article (8) of the Company’s Bylaw on Company’s capital (Attached).

Proxy form: attached.

The shareholder’s right to discuss topics on the association’s agenda, ask questions, and how to exercise the right to vote (Electronic voting)

The shareholder has the right to discuss the topics on the General Assembly's agenda, and to ask questions. Registered Shareholders in Tadawulaty can vote remotely on the General Assembly's agenda.

Details of the electronic voting feature on the Assembly’s items

Registered Shareholders in Tadawulaty can vote remotely on the General Assembly's agenda starting from (01 A.M.) on (Thursday) 13/07/1445 AH, corresponding to 25/01/2024 AD until the end of meeting time. Registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link: www.tadawulaty.com.sa.

Method of Communication

In case of any inquiries regarding the General Assembly meeting agenda items, we hope to communicate with the Department of Shareholder Relationships by phone: 920001862, Ext: 8986, or email” [email protected].

Proxy Form