| Element List | Explanation |
|---|---|
| Introduction | The Mediterranean and Gulf Insurance and Reinsurance Company (MEDGULF) Board invite its shareholders to attend the Extraordinary General Assembly Meeting (The first and second meeting an hour after the first meeting) |
| City and Location of the General Assembly's Meeting | Riyadh - Al-Murabba District - King Saud Street (previously Al-Ma'ather) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2026-06-29 Corresponding to 1448-01-14 |
| Time of the General Assembly’s Meeting | 19:15 |
| 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 issuers 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 | An Extraordinary General Assembly meeting shall not be valid unless attended by shareholders representing at least half of the shares of the Company holding voting rights. If the quorum required for holding the meeting is not established in the first meeting, a call shall be made for a second meeting to be under the same provisions stipulated in Article (29) hereof. However, the second meeting may be held an hour after the expiration of the period specified for holding the first meeting, provided that the call for holding the first meeting expressly states the possibility of holding such meeting. In all cases, the second meeting shall be valid if attended by shareholders representing at least a quarter of the Company’s shares holding voting rights. If the quorum required for holding the second meeting is not established, a call shall be made for a third meeting to be under the same provisions stipulated in Article (29) hereof, and such third meeting shall be valid regardless of the shares holding voting rights represented thereat, after the approval of the competent authority. |
| General Assembly Meeting Agenda | 1. Review and discuss the Board of Directors' report for the fiscal year ending on 31/12/2025. 2. Review and discuss the financial statements for the fiscal year ending on 31/12/2025. 3. Voting on the Company’s auditors’ report for the fiscal year ended 31/12/2025, after discussion. 4. Voting on the appointment of the Company’s auditors from the nominated candidates, based on the Audit Committee’s recommendation, to examine, review, and audit the financial statements for Q2, Q3, Q4, and the annual statements of FY 2026, and Q1 of FY 2027, and to determine their fees. 5. Voting on acquittance of the board members for the fiscal year ending 31/12/2025. 6. Voting on the payment of SAR (2,685,781) as remuneration to the Board members for the fiscal year ending 31/12/2025. 7. Voting on the authorization of the General Assembly's to the board of directors by delegating the authorization contained in article 27, paragraph (1) of the Companies' Law, for a period of one year from the date of approval by the General Assembly or until the end of the authorized board of directors' period, whichever is earlier, in accordance with the conditions provided for in the Listed companies' implementing regulations. 8. Voting on transactions and contracts between the Company and Saudi Investment Bank, in which Board member Ms. Monirah Al-Swaydani and Mr. Abdulrahman AlRawaf has an indirect interest. These include insurance policies totaling SAR 4,257 thousand, outstanding claims of SAR 750 thousand, and settled claims of SAR 862 thousand, with no preferential conditions. 9. Voting on transactions and contracts between the Company and The National Seed and Agriculture Service Company, in which Vice Chairman Mr. Rakan AbuNayyan has an indirect interest. These include insurance policies totaling SAR 39 thousand, with no preferential conditions. 10. Voting on transactions and contracts between the Company and Abdullah Abunayyan Trading Company, in which Vice Chairman Mr. Rakan Abunayyan has an indirect interest. These include insurance policies totaling SAR 8 thousand, with no preferential conditions. 11. Voting on transactions and contracts between the Company and Cigalah for Multi-Industries Company, in which Chairman Mr. Yasser Naghi has an indirect interest. These include insurance policies totaling SAR 56 thousand, outstanding claims of SAR 1,777 thousand, and settled claims of SAR 1,676 thousand, with no preferential conditions. 12. Voting on transactions and contracts between the Company and Waseel for Electronic Information Transport Company, in which CEO Mr. Umar Al-Mahmoud and CIO Mr. Sohail Hayan have an indirect interest, as they represent MEDGULF on Waseel’s Board. These include claims management fees totaling SAR 2,175 thousand, with no preferential conditions. 13. Voting on transactions and contracts between the Company and Alistithmar Capital, a subsidiary of the founding shareholder (Saudi Investment Bank), in which Vice Chairman Mr. Rakan Abunayyan has an indirect interest. This includes an insurance policy totaling SAR 7 thousand, with no preferential conditions. 14. Voting on transactions and contracts between the Company and the Czech Rehabilitation Center in which Vice Chairman Mr. Rakan Abunayyan has an indirect interest. This includes settled claims totaling SAR 204 thousand, with no preferential conditions. 15. Voting on transactions and contracts between the Company and Qassim Cement Company, in which Board member Mr. Abdulrahman Al-Rawaf has an indirect interest. This includes an insurance policy totaling SAR 5,409 thousand and settled claims totaling SAR 8 thousand, with no preferential conditions. 16. Voting on transactions and contracts between the Company and Zain Saudi Arabia Company, in which CEO Mr. Umar Al-Mahmoud has an indirect interest. This includes service fees totaling SAR 248 thousand, with no preferential conditions. 17. Voting on transactions and contracts between the Company and IO Health Company, in which CEO Mr. Umar Al-Mahmoud has an indirect interest. This includes service fees totaling SAR 3,500 thousand, with no preferential conditions. 18. Voting on transactions and contracts between the Company and Al-Zawaq Food Factory – Cigalah Establishment Branch, in which Chairman Mr. Yasser Naghi has an indirect interest. This includes outstanding claims totaling SAR 295 thousand, with no preferential conditions. 19. Voting on transactions and contracts between the Company and Youssef Mohammed Naghi United Company, in which Chairman Mr. Yasser Naghi has an indirect interest. This includes outstanding claims of SAR 16 thousand and settled claims of SAR 110 thousand, with no preferential conditions. 20. Voting on transactions and contracts between the Company and Arabian Food Supplies Company, in which Chairman Mr. Yasser Naghi has an indirect interest. This includes outstanding claims of SAR 7 thousand and settled claims of SAR 171 thousand, with no preferential conditions. 21. Voting on transactions and contracts between the Company and Hafil Transportation Company, in which Chairman Mr. Yasser Naghi has an indirect interest. This includes outstanding claims of SAR 2,630 thousand and settled claims of SAR 2,968 thousand, with no preferential conditions. 22. Voting on transactions and contracts between the Company and Al-Mamoon Company, in which Chairman Mr. Yasser Naghi has an indirect interest. This includes service fees totaling SAR 9 thousand, with no preferential conditions. 23. Voting on the use part of the share premium amounting (224,974) thousand Saudi Riyals to offset the accumulated losses, amounting (77,823) thousand Saudi Riyals, as stated in the interim financial statements for the period ended 31 March 2026 AD. |
| Proxy Form | Proxy Form |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Every shareholder has the right to discuss the topics included in the agenda of the General Assembly meeting and ask questions. Registered Tadawulaty service users can vote electronically remotely on the General Assembly items via the following link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in the tadawulaty services can vote electronically on the assembly’s items starting at (1:00) a.m. (Thursday) 10/01/1448 corresponding to 25/06/2026 until the end of the time of the assembly, and registration and voting in the tadawulaty services will be available and free for all Shareholders using the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For more information, please contact the Shareholders Relations Department by phone at the number: 0114055550 Ext (1603) during the company's official business hours, from Sunday to Thursday. Or via email to IR@medgulf.com.sa Shareholders can also participate in the deliberations of the aforementioned general assembly meeting, via link below during the meeting: https://app.jameeah.com/meetings/ |
| Additional Information | Not Applicable |
| Attached Documents | Attached Documents Attached Documents Attached Documents Attached Documents Attached Documents |