Brooge Energy Limited Announces Closing of Transaction and Declaration of Dividend

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 Gulf Navigation Holding PJSC (“GulfNav“) for the sale of 100% of the share capital of BPGIC FZE and BPGIC Phase III FZE (the “Transaction“). The principal terms of the Transaction, including the consideration structure and conditions to completion, are set out in the Company’s announcement dated 27 May 2025, a copy of which is available here: https://www.globenewswire.com/news-release/2025/05/27/3089047/0/en/Brooge-Energy-Limited-Announces-Proposed-Sale-of-BPGIC-FZE-and-BPGIC-Phase-III-FZE.html (the “Announcement“).

The Transaction has successfully closed, and the consideration was received earlier today. 

Distribution to Shareholders

As previously announced, the Company is distributing substantially all of the consideration received to shareholders of record as of the Record Date, after reserving for anticipated liabilities and various contractual hold-backs.  The distribution will be made by way of dividend (the “Dividend“).

The record date for determining shareholder eligibility to receive the Dividend is Wednesday 10 September 2025 (the “Record Date“).

Form of Payment and Settlement Mechanics of the Dividend

Shareholders with a registered address outside the United States (as recorded with Continental Stock Transfer & Trust) as of the Record Date will receive their Dividend in the form of securities – namely, ordinary shares in GulfNav and/or Mandatory Convertible Bonds that convert into GulfNav ordinary shares (together, “GulfNav Securities”), the terms of which are more fully described in the Announcement. These shareholders will receive GulfNav securities equivalent to approximately 22.787 GulfNav shares per Company share (rounding down to the nearest whole share).

Shareholders who held their shares via the Depository Trust Company (DTC) as of the Record Date will receive their Dividend in U.S. dollars on or about 2 December 2025, which is the minimum practicable period for a distribution of a dividend via DTC.  These shareholders will receive a cash payment of USD 7.76 per share.

No further distributions expected

As previously described in the materials related to the EGM, BPGIC Holdings Limited, the majority shareholder, has agreed to assume specific liabilities of the Company and/or its subsidiaries in order to facilitate the Transaction. This shareholder will receive a reduced dividend (in a mix of cash and securities in order to satisfy settlements with certain creditors that are conditions precedent to closing). If there are any surplus funds available in the Company after payment of the planned distribution discussed in this notice and all creditors that the Company has provided for, then such surplus would be applied towards partial payment of the shortfall in the distribution to BPGIC Holdings Limited that it would have received had it not agreed to assume the Company’s liabilities referred to in this paragraph. All other shareholders are advised that, given the current liabilities owed and the assets available to the Company, while the Company expects to be able to settle its debts as they fall due, no further distributions to shareholders from the Company are anticipated. The Company expects that the Dividend represents the full and final allocation of proceeds from the Transaction, and the Company does not anticipate any future payments or dividends to shareholders generally.

Forward-Looking Statements
This press release contains statements that are not historical facts and constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current views based on certain assumptions, and they involve risks and uncertainties. Actual results, events or performance may differ materially from the forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including risks described in public reports filed by BEL with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. BEL does not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
+1 212-896-1254
BROG@kcsa.com