Amana Cooperative Insurance Co. — Proxy Solicitation & Information Statement 2021

Dec 19, 2021

Amana Cooperative Insurance Company Invites Its Shareholders to The Extraordinary General Assembly Meeting Including the Company's Capital Increment (The First Meeting) Through Modern Technology

8310 · 19/12/2021 08:02:49 · Announcement #65987 · View on Saudi Exchange

Amana Cooperative Insurance Company Invites Its Shareholders to The Extraordinary General Assembly Meeting Including the Company's Capital Increment (The First Meeting) Through Modern Technology

Element List	Explanation
Introduction	The Board of Directors of Amana Cooperative Insurance Company is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly Meeting (First meeting), that will be held 7:00 PM. on Sunday 06/06/1443H (Corresponding to 09/01/2022G) conducted through modern technology using the Tadawulaty platform, to further support the efforts and precautionary measures taken by the specialized and concerned medical authorities to prevent the spread of the Coronavirus (COVID-19), and 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 Extraordinary General Assembly's Meeting	Head Office at Riyadh - Through Modern Technology
URL for the Meeting Location	https://www.tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2022-01-09 Corresponding to 1443-06-06
Time of the Extraordinary General Assembly's Meeting	19:00
Attendance Eligibility	Shareholders registered in the issuer’s shareholders registry in the Securities Depository Center Company (“Edaa”) at the end of the trading session preceding the General Assembly’s Meeting as per Laws and Regulations.
Quorum for Convening the General Assembly's Meeting	The Extraordinary General Meeting of shall be held in the presence of shareholders representing half of the company's capital. In case of non-completion of the quorum at the first meeting, a second meeting will be held within one hour of the scheduled time for the first meeting. The second meeting shall be valid if attended by shareholders representing at least 25% of the company's capital.
Meeting Agenda	1- Voting on the of the merging of Saudi Enaya Cooperative Insurance Company (“Enaya”) into Amana in consideration Articles (191), (192), and (193) of the Companies Law (“Companies Law”) and provisions of Sub-paragraph (1) of Paragraph (a) of Article (49) of Merger and Acquisition Regulations (“Merger”) issuance of (1.05720160) new share in Amana against each share in Enaya (“Merger Transaction”), in accordance to with the terms and conditions of the merger agreement signed between both companies on 17/09/1442H corresponding to 29/04/2021G (“Merger Agreement"), including voting on the following matters related to the Merger Transaction:

A- To vote on the terms of Merger Agreement between Amana and Enaya signed between Amana and Enaya on 17/09/1442H corresponding to 29/04/2021G.

B- To vote on increase of the company’s share capital from 130,000,000 Saudi Riyal to 288,580,240 Saudi Riyal, subject to the terms and conditions of the Merger Agreement and with effect from the Effective date, pursuant to the Companies Law and the Merger Agreement.

C- To vote on the amendments to the articles of association for the Company in accordance with schedule (1) attached.

D- Authorizing the Board of Directors of the Company to take any decision or take any action as may be required to implement the previous resolution. Proxy Form E-Vote The shareholders may remotely vote on the General Assembly Meeting’s agenda via (E-voting service) through Tadawulaty website www.tadawulaty.com.sa. The remote voting will start on Wednesday 05/01/2022G at (10:00) AM, and the voting will end once the General Assembly ends. Please note that registration in Tadawulaty service and voting is provided free of charge. Eligibility for Attendance Registration and Voting Eligibility for registering the General Assembly’s Meeting's attendance 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 Vote. Method of Communication Any questions or quires should be communicated to Inventors Relations Department by calling: +966 11 4757700

Or by email Investorsrelations@amana-coop.com.sa Additional Information According to Article 191 (4) of the Companies Law and Article 3 (n) of the Merger and Acquisitions Regulations, a shareholder that holds shares in both Amana and Enaya is only entitled to vote on resolutions relating to the Merger in the EGM of one of the companies. If a shareholder votes on the resolutions related to the Merger in the EGM of both Amana and Enaya, then his vote will only be counted in one of the EGMs.

It should be noted that the above EGM items are part of the Merger conditions, noting that the Merger is also subject to other conditions. The Merger will be become effective after satisfying all of the Merger conditions. Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.