Gulf General Cooperative Insurance Co. announces the signing of a binding share subscription agreement with BlueFive Investments Holding Limited

1) a capital reduction in an amount of SAR 176,000,000, to reduce the Company’s share capital from SAR 300,000,000 to SAR 124,000,000, by way of cancelling 17,6000,000 shares from the Company's share capital for the purposes of amortizing a portion of the Company's losses;

2) a capital increase in an amount of SAR 176,000,000, to increase the Company’s share capital from SAR 124,000,000 to SAR 300,000,000 by issuing 17,600,000 new ordinary shares with a nominal value of SAR 10 per share, as follows:

a) issuance of 12,600,000 new ordinary shares with the suspension of pre-emptive rights (representing 42% of the Company's capital after completion of the Proposed Transaction on a fully diluted basis) to BlueFive, or a company it controls;

b) issuance of 5,000,000 new ordinary shares (representing 16.6% of the Company's share capital after completion of the Proposed Transaction) in favor of the Saudi General Investment Services and Trading Company and Marketing and Agencies Services Commercial Company Limited (the "Substantial Shareholders") ("Substantial Shareholders’ Shares").

The Substantial Shareholders’ Shares shall be settled by offsetting the loan extended by the Substantial Shareholders to the Company in an amount of SAR 50,000,000 in accordance with the shareholder loan agreement entered into on 12/3/1447H (corresponding to 04/09/2025G) (the "Substantial Shareholders’ Loan") by either of the below procedures:

1. Issuing the Substantial Shareholders’ Shares with the suspension of preemptive rights and applying the amount of the Substantial Shareholder Loan to subscribe for the Substantial Shareholders Shares; or

2. Issuing the Substantial Shareholders’ Shares by way of converting the Substantial Shareholder Loan to shares.

The SSA contains material terms, including:

1. Customary approvals and conditions precedent

2. Certain obligations relating to the management of the Company, including the appointment to the Company’s board of directors at completion of five members nominated by BlueFive.

The Company has engaged GIB Capital as its financial advisor and BlueFive has engaged SNB Capital as its financial advisor.

The Company confirms that completion of the Proposed Transaction is subject to obtaining the necessary regulatory approvals, including the approvals of Capital Market Authority, Tadawul, the Insurance Authority, the General Authority for Competition and the extraordinary general assembly of the Company, in addition to the satisfaction of the SSA's conditions.

Therefore, the execution of the SSA does not guarantee completion of the Proposed Transaction. any material developments or updates will be announced in due course.