Allied Cooperative Insurance Group — Proxy Solicitation & Information Statement 2021

Dec 8, 2021

Allied Cooperative Insurance Group invites its shareholders to attend the Extraordinary General Assembly meeting (the first meeting) by means of modern technology that includes capital increase

8150 · 08/12/2021 08:18:24 · Announcement #65878 · View on Saudi Exchange

Allied Cooperative Insurance Group invites its shareholders to attend the Extraordinary General Assembly meeting (the first meeting) by means of modern technology that includes capital increase

Element List	Explanation
Introduction	The Board of Directors of the Allied Cooperative Insurance Group 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, God willing, at 8:30 pm on Wednesday 25-05-1443 H corresponding to 29-12-2021 G, for The path of modern technology, in order to ensure the safety of shareholders and within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19), and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread.
City and Location of the General Assembly's Meeting	ACIG Head office in Riyadh city –Heteen area – prince Turki bin Abdulaziz Alawal Road through tadawul for electronic voting
URL for the Meeting Location	http://tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-12-29 Corresponding to 1443-05-25
Time of the General Assembly's Meeting	20:30
Attendance Eligibility	Each of the shareholders registered in the company's shareholders register at the Depository Center at the end of the trading session preceding the general assembly meeting has the right to attend the assembly meeting in accordance with the rules and regulations.
Quorum for Convening the General Assembly's Meeting	The extraordinary General Assembly meeting shall be valid if it is attended by shareholders representing at least half of the company's capital. If the quorum required for holding this meeting is not available, the second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid if attended by shareholders representing at least a quarter of the capital.
General Assembly Meeting Agenda	1- Voting on the company’s board of directors’ recommendation to increase the company’s capital by offering priority rights according to the following:

• Method of increase: Offering and listing rights issues of (15,000,000) ordinary shares.

• Reasons for the increase: Enhancing the solvency margin and supporting the expansion of its activity.

Eligibility Date: If the item is approved, the shareholders who own shares will be eligible on the day of the Extraordinary General Assembly, which is registered in the company’s shareholders’ register at the Securities Depository Center (Depository Center) at the end of the second trading day following the date of the Extraordinary General Assembly.

• The total amount of the offering: (150,000,000) Saudi riyals.

• Amending Article No. (8) Of the company's articles of association related to capital. (attached)

2-Voting on the Board of Directors’ decision to appoint Professor / Mr. Mishaal Ibrahim Al-Otaibi as a member (independent member) of the Board of Directors starting from the date of his appointment on 23/05/2021 G to complete the Board’s session until the end of the current session on 17/05/2022 g, succeeding the previous member, Professor Tariq Abdullah Hussein Al-Rumaim (Member - Independent). (CV attached)

3- Voting on the decision of the Board of Directors to appoint Professor / Mr. Abdullah Saleh Al-Harbi as a member (independent member) of the Board of Directors starting from the date of his appointment on 11/10/2021 G to complete the Board’s session until the end of the current session on 17/05/2022 G, succeeding the previous member, Professor Thamer Abdullah Bin Rayes (Non-Executive Member) (CV attached)

4- Voting on increase the number of audit committee seats from (4) to (5) seats, so that the number of audit committee members will become (5) members, by appointing Mr. Saad bin Muhammad Al-Huwaimel to the audit committee (member outside the board) as a member of the audit committee, starting from The date of the association’s approval until the end of the current committee’s work period on 17/05/2022 AD. (CV attached). Proxy Form E-Vote Shareholders registered in the Tadawulaty services can vote remotely on the items of the assembly, starting at ten in the morning on Saturday 21/05/1443 H corresponding to 25/12/2021 G, until the end of the time of the assembly, and registration and voting in the Tadawulati services will be available free of charge to all shareholders.

Using the following link: http://tadawulaty.com.sa. Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes Method of Communication If you have any inquiries or questions, feel free to ask and contact Mr. Hany Rostom, phone number 011-263 95 29, and via e-mail h.rostom@acig.com.sa Additional Information Prospectus - link

https://cma.org.sa/en/Market/Prospectuses/Documents/Red_Herring_Prospectus_-_Allied_Cooperative_Insurance_Group_ACIG-EN.PDF Attached Documents     

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