DUBAI, Nov. 25, 2025 (GLOBE NEWSWIRE) -- Brooge Energy Limited (“BEL” or the “Company”), is pleased to announce, consistent with the overwhelming support in favour at its recent Extraordinary General Meeting held on 30 September 2025 (the “EGM”), the closing of the Transaction and the declaration of a Dividend, as set out more fully below. Closing of Transaction with Gulf Navigation Holding PJSC On 27 May 2025, the Company announced that it had entered into a conditional sale and purchase agreement with Gu ...

Core Points - Brooge Energy Limited (BEL) held an extraordinary general meeting on September 30, 2025, where two resolutions were voted on by shareholders [1][2] - A total of 105,719,265 shares, representing 96.46% of the total shares, participated in the voting [2] - Resolution 1, concerning the sale of the Company's interest in BPGIC FZE and BPGIC Phase III FZE to Gulf Navigation Holding PJSC, received 99.99% approval [2][5] - Resolution 2, regarding the distribution of proceeds from the transaction to shareholders, was approved with 99.97% support [2][5] - The timing and amount of the distribution to shareholders have not yet been determined and will be communicated separately if declared [3] Summary by Category Shareholder Meeting - The extraordinary general meeting was held on September 30, 2025, to discuss key resolutions [1] - The record date for determining shareholder eligibility was September 10, 2025 [2] Voting Results - 105,719,265 shares participated in the voting, equating to 96.46% of total shares [2] - Resolution 1 was supported by 99.99% of voting shareholders [2][5] - Resolution 2 received 99.97% approval from those voting [2][5] Future Actions - The specifics regarding the distribution of proceeds from the approved transaction will be communicated later [3]

Core Viewpoint - Brooge Energy Limited is holding an extraordinary general meeting for shareholders to approve a significant transaction involving the sale of its subsidiaries, which will lead to substantial distributions to shareholders [1][5][12]. Group 1: Meeting Details - The extraordinary general meeting is scheduled for around September 30, 2025, with a record date of September 10, 2025, to determine shareholder eligibility to vote [1][2]. Group 2: Transaction Overview - On May 27, 2025, Brooge Energy announced a conditional sale and purchase agreement with Gulf Navigation Holding PJSC for the sale of 100% of the share capital of BPGIC FZE and BPGIC Phase III FZE [3]. - The transaction is expected to generate significant proceeds, allowing the company to settle debts and distribute funds to shareholders [4]. Group 3: Distribution to Shareholders - Following the completion of the transaction, the company anticipates distributing nearly all proceeds to shareholders of record, with an expected distribution of approximately USD 7.70 per share [6][10]. - U.S. shareholders will receive cash payments, while non-U.S. shareholders will receive GulfNav shares and/or Mandatory Convertible Bonds [7][8][14]. Group 4: Shareholder Considerations - BPGIC Holdings Limited, the majority shareholder, has agreed to assume specific liabilities to facilitate the transaction, which will affect its dividend [11]. - The board has determined that the distribution structure complies with legal constraints, ensuring a fair allocation of value among shareholders [13][14][15]. Group 5: Meeting Results - The results of the voting at the extraordinary general meeting will be posted on the company's website shortly after the meeting [16].

Core Points - Brooge Energy Limited (BEL) is an infrastructure provider based in the Cayman Islands, focusing on Clean Petroleum Products, Biofuels, and Crude Oil storage services [1][8] - The company is updating its notice regarding the distribution of consideration to shareholders following the GulfNav Transaction, with a record date extended to September 10, 2025 [6][7] Shareholder Distribution - Non-U.S. shareholders will receive their distribution in the form of securities, while U.S. shareholders will receive payments in U.S. dollars [3] - Shareholders outside the U.S. must register their shares with Continental Stock Transfer & Trust to avoid delays in receiving distributions [4][5] - BEL reserves the right to require certifications to confirm U.S. or non-U.S. status before distributions are paid [5] Business Operations - BEL operates through its subsidiary BPGIC FZE, located strategically at the Port of Fujairah in the UAE, outside the Strait of Hormuz [8] - The company differentiates itself by offering fast order processing, excellent customer service, and high accuracy blending services with low product losses [8]

Company Overview - Brooge Energy Limited (BEL) is a Cayman Islands-based infrastructure provider engaged in Clean Petroleum Products, Biofuels, and Crude Oil storage and related services [5] - The company operates through its subsidiary BPGIC FZE, strategically located at the Port of Fujairah in the UAE, outside the Strait of Hormuz [5] - BEL differentiates itself by offering fast order processing, excellent customer service, and high accuracy blending services with low product losses [5] Transaction Details - The transaction with GulfNav is proceeding as planned, with expectations for closing in the fourth quarter of 2025 [1] - The consideration from the GulfNav transaction will be distributed to shareholders of record as of August 29, 2025, with specific distributions based on residency [2][3] - Shareholders outside the U.S. must register their shares with Continental Stock Transfer & Trust before the Record Date to receive their distribution in the form of GulfNav securities or U.S. dollars [3] Distribution Expectations - The exact amounts of the distribution from the GulfNav transaction have not been finalized, but it is anticipated that most of the consideration will be distributed after reserving for anticipated liabilities [4] - Future distributions from BEL are unlikely to occur after this transaction [4]

Core Viewpoint - Brooge Energy Limited intends to voluntarily delist its ordinary shares from the Nasdaq Capital Market and subsequently deregister with the SEC, citing the lack of an active trading market and the associated costs and regulatory burdens as key reasons for this decision [1][3]. Group 1: Delisting and Deregistration Process - The company plans to file a Form 25 with the SEC and Nasdaq around June 9, 2025, with the last day of quotation expected to be around June 19, 2025 [1]. - Following the delisting, Brooge Energy Limited will file a Form 15 with the SEC on or about June 19, 2025, to suspend its reporting obligations under the Exchange Act [2]. - The formal deregistration of the company's securities is expected to become effective 90 days after the filing of Form 15 [2]. Group 2: Reasons for Delisting - The decision for delisting and deregistration was made by the company's Board of Directors, based on a review of factors including the lack of an active trading market and the significant operating expenses related to compliance with SEC and Nasdaq requirements [3]. Group 3: Company Overview - Brooge Energy Limited is a Cayman Islands-based infrastructure provider engaged in Clean Petroleum Products, Biofuels, and Crude Oil storage services [4]. - The company operates through its subsidiary BPGIC FZE, located strategically outside the Strait of Hormuz at the Port of Fujairah in the UAE, differentiating itself with fast order processing, excellent customer service, and high accuracy blending services [4].

Core Viewpoint - Brooge Energy Limited (BEL) has entered into a conditional sale and purchase agreement to sell 100% of its subsidiaries, Brooge Petroleum and Gas Investments Company FZE and Brooge Petroleum and Gas Investment Company Phase III FZE, to Gulf Navigation Holding PJSC for approximately USD 884 million [1][3][5] Group 1: Acquisition Details - The acquisition is part of GulfNav's strategy to enhance its position in the energy sector by expanding storage and logistics capabilities through BPGIC Group's advanced infrastructure [2] - The total consideration for the transaction is approximately USD 884 million (AED 3,245 million), which includes cash, shares, and mandatory convertible bonds [3][5] - The cash component includes approximately USD 125.3 million, with USD 65 million going into a Completion Escrow Account and USD 60 million for settling certain liabilities [5][6] Group 2: Conditions and Completion - Completion of the transaction is subject to several conditions, including shareholder approval from GulfNav and necessary regulatory approvals [5][6] - The transaction is expected to close within five business days after all conditions are satisfied or waived [7][8] - Both parties will provide customary warranties typical in similar transactions [7] Group 3: Company Backgrounds - Brooge Energy Limited is based in the Cayman Islands and specializes in clean petroleum products, biofuels, and crude oil storage, operating through its subsidiary BPGIC FZE located in Fujairah, UAE [10] - Gulf Navigation Holding PJSC is a prominent maritime and shipping company based in Dubai, UAE, with a diverse fleet and comprehensive services in the maritime industry [11]

Financial Obligations and Costs - BPGIC's obligations under the Bond Financing Facility are secured by substantially all of its assets, and failure to comply with covenants may lead to immediate repayment of indebtedness [137]. - BPGIC's fixed costs for operations are expected to be covered by fixed storage fees, but profit margins may decrease if costs rise without corresponding fee increases [138]. - Increased wage costs in the oil storage industry could negatively impact BPGIC's profit margins if not offset by higher customer utilization of ancillary services [139]. - BPGIC's fixed costs for the Green Hydrogen and Green Ammonia Project will also be covered by fixed storage fees, but profit margins may fluctuate with changing costs [142]. - The Company faces higher costs associated with being a public entity, including legal and compliance expenses, which may impact financial performance [153]. - The Company incurred a civil money penalty of $5,000,000 as part of a settlement with the SEC related to alleged fraudulent accounting practices [159]. - BPGIC is required to pay $130 million to Al Brooge International Advisory, with a 4% annual interest from December 26, 2023, following a final court judgment [160]. Capital Investments and Financing - The Company plans significant capital investments for future expansions, including Phase III and the Green Hydrogen and Green Ammonia Project, which may require substantial funding [147]. - BPGIC may need to utilize a combination of internally generated cash and external borrowings to meet financing requirements for capital investments [149]. Shareholder and Governance Issues - The Company does not expect to pay cash dividends for the foreseeable future, despite previous intentions to do so [155]. - BPGIC Holdings controls approximately 85.6% of the Company's voting equity and is currently in official liquidation, which may impact corporate governance and decision-making [177]. - The Company may issue additional Ordinary Shares or equity securities without shareholder approval, potentially diluting existing shareholders' interests [162]. - The issuance of additional shares could decrease cash available per share and diminish voting strength for existing shareholders [165]. - The concentration of ownership by BPGIC Holdings may discourage changes in control, potentially depriving shareholders of premium opportunities [178]. - The Company's corporate governance practices may provide less protection to shareholders compared to U.S. standards [174]. Regulatory and Legal Risks - A class action complaint has been filed against the Company, alleging revenue recognition issues, which could adversely affect its financial condition and operations [161]. - The enforcement of foreign judgments in the Cayman Islands may be limited, affecting the Company's ability to respond to U.S. court rulings [164]. - The legal and regulatory environment in the UAE is not fully matured, which may create uncertainties affecting the Group's ability to enforce contracts and defend against claims [203]. Economic and Environmental Risks - The Company's operations are entirely based in the UAE, making it susceptible to regional political and economic conditions [179]. - The UAE Corporate Tax Law will impose a standard rate of 9% on taxable income exceeding AED 375,000 starting from June 1, 2023, with the Group's effective implementation date being January 1, 2024 [199]. - The Group's operations are subject to complex environmental laws and regulations, which could result in unexpected costs and liabilities if not complied with [192]. - The Group is exposed to physical risks from climate change, including extreme weather events that could disrupt its facilities and operations [191]. - Political unrest in the MENA region poses risks that could adversely affect the Group's business and financial performance [181]. - Fluctuations in energy prices significantly impact the UAE's economic growth, which could adversely affect the Group's financial condition [180]. - The Group's business operations could be disrupted by terrorist attacks or natural disasters, potentially leading to increased operational costs [186]. - Compliance with future environmental regulations may require significant capital expenditures, impacting the Group's financial condition [194]. - The Group's business could be adversely affected by violations of anti-corruption laws, leading to potential civil and criminal penalties [195]. Currency and Interest Rate Risks - The Group's revenues are entirely based in US dollars, while operating costs are incurred in UAE dirhams, exposing the business to potential adverse effects from currency fluctuations if the fixed exchange rate is adjusted or removed [201]. - The Group's financial condition may be negatively impacted by arbitrary governmental actions, including potential expropriation of property without adequate compensation [202]. - The Group's exposure to interest rate risk primarily relates to its secured loan with floating interest rates, while its bonds are issued at a fixed rate [638]. - The Group does not have significant exposure to currency risk as most contracts and financing arrangements are denominated in US dollars or AED, which is pegged to the US dollar [642]. Risk Management and Insurance - The Group manages liquidity risk through a recurring liquidity planning tool that considers projected financing requirements and cash projections from operations [643]. - The Group's operations are insured under a comprehensive insurance program covering various risks, including property damage and business interruption [646]. - Management believes the insurance coverage is appropriate for the Group's business type and meets statutory requirements [647].

Financial Obligations and Risks - BPGIC's obligations under the Bond Financing Facility are secured by substantially all of its assets, and failure to comply with covenants may lead to foreclosure on these assets [136]. - The Company may face challenges in securing external financing due to market conditions and its financial health, which could hinder growth [152]. - The Group's capital structure is monitored using a gearing ratio, which includes lease liabilities, borrowings, and accrued interest [683]. - The Group's exposure to credit risk is primarily related to bank balances and receivables, with maximum exposure equal to the carrying amount of these instruments [685]. - As of December 31, 2023, the Group is in technical breach of certain covenants under Bond Terms, which could lead to immediate repayment demands from lenders [692]. - The Group has not defaulted on any payments since the Bond issuance, despite being in technical breach of covenants [694]. Operational Costs and Profit Margins - BPGIC's fixed costs for operations are expected to be covered by fixed storage fees, but profit margins may decrease if costs rise without corresponding fee increases [138]. - Increased wage costs in the oil storage industry could negatively impact BPGIC's profit margins if not offset by higher service fees [139]. - BPGIC's fixed costs for future phases are expected to remain stable, but any significant changes in costs could affect profit margins [142]. - The Company is subject to higher costs associated with being a public entity, which may impact its financial performance and operational efficiency [156]. Legal and Regulatory Issues - A class action complaint was filed against Brooge Energy Limited regarding revenue recognition, which could adversely impact the company's business and financial results [165]. - The enforcement of foreign judgments in the Cayman Islands may be limited, affecting the ability to enforce U.S. court judgments against the company [172]. - Changes in the UAE legal and regulatory environment could materially impact the Group's business and financial condition [223]. Corporate Governance and Shareholder Rights - The company's corporate governance practices differ from U.S. standards, potentially providing less protection to shareholders [182]. - The controlling shareholder has substantial influence over the company, and their interests may not align with those of other shareholders [192]. - The concentration of ownership by BPGIC Holdings may discourage changes in control that could benefit other shareholders [194]. - The company's Amended and Restated Memorandum and Articles of Association contain provisions that may inhibit takeovers, potentially limiting shareholder rights [180]. Environmental and Climate Risks - The Group is exposed to physical risks associated with climate change, including extreme weather events that could damage facilities and disrupt operations [209]. - Compliance with environmental, health, and safety regulations may incur significant costs and liabilities for the Group [211]. - The Group has developed strategies to manage transition risks related to climate change, including diversifying its business to support energy transition projects [209]. - The Group's insurance may not be sufficient to cover all potential costs associated with operational disruptions or environmental liabilities [212]. Financial Performance and Future Outlook - The Company plans significant capital investments for future expansions, including Phase III and the Green Hydrogen and Green Ammonia Project, which may require substantial funding [149]. - The UAE Corporate Tax Law will impose a standard rate of 9% on taxable income exceeding AED 375,000 starting from January 1, 2024, which may adversely affect the Group's financial condition [220]. - The Group's operations are currently tied to the US dollar, and any adjustment or removal of the fixed exchange rate with the UAE dirham could materially impact its financial results [221]. - Fluctuations in energy prices are crucial for economic growth in the UAE, and a decline in economic performance could adversely impact the Group's financial condition [196]. - The Group's activities expose it to price risk due to the volatility of Warrants, which are publicly traded on the Nasdaq Capital Market [679]. Internal Controls and Management Changes - As of December 31, 2023, the company concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting [695]. - Material weaknesses identified include insufficient controls over the financial reporting process and the absence of an audit committee [698]. - Management has engaged an external adviser to audit internal controls and has established an Audit Committee to address these weaknesses [699]. - The company appointed a new management team in 2023 and 2024 to oversee the upgrading and improvement of internal controls over financial reporting [701]. - The material weaknesses will not be considered remediated until controls operate effectively for a sufficient period and management confirms their effectiveness through testing [700].

Management Changes - On November 10, 2024, Brooge Energy Limited appointed Ines Bezaznia as the Chief Financial Officer and Interim Chief Executive Officer[4] Regulatory Requirements - The company is required to file annual reports under Form 20-F[3]