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Arabia Insurance Cooperative Co. Proxy Solicitation & Information Statement 2021
53501_rns_2021-10-17_57f7c850-e1c9-4d4b-95b9-d1b04322a238.html
Proxy Solicitation & Information Statement
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Arabia Insurance Cooperative Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting ) by Means of Modern Technology.
8160 · 17/10/2021 15:56:29 · Announcement #65191 · View on Saudi Exchange
Arabia Insurance Cooperative Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting ) by Means of Modern Technology.
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Arabia Insurance Cooperative Company 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, at 6:30 P.M. on Tuesday, 04/04/1443, corresponding to 09/11/2021, via means of modern technology. This is in order to ensure the safety of the shareholders, and within the support of the preventive and precautionary efforts and measures by the competent and relevant health authorities to address the Coronavirus (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 Extraordinary General Assembly's Meeting | AICC Head Office, Riyadh, Al Wurud District, King Abdulaziz Road, Bin Tami Center, First floor, Via means of modern technology. |
| URL for the Meeting Location | http://tadawulaty.com.sa |
| Date of the Extraordinary General Assembly's Meeting | 2021-11-09 Corresponding to 1443-04-04 |
| Time of the Extraordinary General Assembly's Meeting | 18:30 |
| Attendance Eligibility | Shareholders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws 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. |
| Meeting Agenda | 1. Voting on the Board’s recommendation to increase the Company’s capital by way of right issue according to the following: |
• Offering amount: Two hundred and sixty five thousand (265,000,000) Saudi riyals.
• Reasons and methods of changing capital:
- Reason of capital increase: to support the growth of the Company's business while maintaining the solvency requirements imposed by the Saudi Central Bank.
- Method of changing capital: Offering and listing of rights shares for Twenty six and five hundred thousand (26,500,000) ordinary shares.
• Eligibility date: If the item is approved, eligible shareholders are those holding shares on the day of convening the Extra-Ordinary General Assembly and who are registered in the shareholders' registry with the Securities Depository Center Company (“Edaa”) at the end of the second trading day following the eligibility date.
• Amending (Article No. 8) of the Company’s bylaws relating to capital (attached).
2. Voting on the amendment of Article (3) of the Company’s Bylaws relating to the Purposes of Company (attached).
3. Voting on the amendment of Article (4) of the Company’s Bylaws relating to the Participation and Acquisition (attached).
4. Voting on the amendment of Article (5) of the Company’s Bylaws relating to Company's Head Office (attached).
5. Voting on the amendment of Article (7) of the Company’s Bylaws relating to the Company's Investments (attached).
6. Voting on the amendment of Article (12) of the Company’s Bylaws relating to the Trading of shares (attached).
7. Voting on the amendment of Article (13) of the Company’s By-Laws relating to the Increasing capital (attached).
8. Voting on the amendment of Article (14) of the Company’s By-Laws
relating to the Reducing Capital (attached).
9. Voting on the amendment of Article (15) of the Company’s By-Laws relating to the Company's Management (attached).
10. Voting on the amendment of Article (16) of the Company’s By-Laws
relating to the Expiry of Board Membership (attached).
11. Voting on the amendment of Article (17) of the Company’s By-Laws relating to the Membership Vacancy (attached).
12. Voting on the amendment of Article (18) of the Company’s By-Laws relating to the Powers and Authorities of the Board (attached).
13. Voting on the amendment of Article (19) of the Company’s By-Laws
relating to the Remuneration of the Board of Directors, Chairman of the
Board and Managing Director (attached).
14. Voting on the amendment of Article (21) of the Company’s By-Laws
relating to the Meetings of the board (attached).
15. Voting on the amendment of Article (22) of the Company’s By-Laws relating to the Quorum at Meetings and Decisions of the Board (attached).
16. Voting on the amendment of Article (24) of the Company’s By-Laws relating to the Agreements, Contracts and Conflict of Interests (attached).
17. Voting on the amendment of Article (25) of the Company’s By-Laws relating to the Attending Meetings (attached).
18. Voting on the amendment of Article (26) of the Company’s By-Law relating to the Incorporating Assembly (attached)
19. Voting on the amendment of Article (27) of the Company’s By-Laws relating to the Competencies of Incorporating Assembly (attached).
20. Voting on the amendment of Article (28) of the Company’s By-Laws relating to Authorities of the Ordinary General Assembly (attached).
21. Voting on the amendment of Article (30) of the Company’s By-Laws
relating to the Invitation of the General Assemblies (attached).
22. Voting on the amendment of Article (32) of the Company’s By-Laws relating to the Quorum at the Ordinary General Meeting (attached).
23. Voting on the amendment of Article (33) of the Company’s By-Laws
relating to the Quorum at Extraordinary General Meeting (attached).
24. Voting on the amendment of Article (37) of the Company’s By-Laws
relating to Chairing the Assemblies and the Preparation of the Minutes (attached).
25. Voting on the amendment of Article (39) of the Company’s By-Laws relating to the Appointment of the Auditor (attached).
26. Voting on the amendment of Article (43) of the Company’s By-Laws relating to the Financial Documents/Instruments (attached).
27. Voting on the amendment of Article (45) of the Company’s By-Laws relating to the Zakat, Reserve and distribution of dividends (attached).
28. Voting on the amendment of Article (46) of the Company’s By-Laws relating to Maturity of profits (attached).
29. Voting on the amendment of Article (47) of the Company’s By-Laws relating to Losses of the Company (attached).
30. Voting on the amendment of Article (49) of the Company’s By-Laws
relating to the Liability of Board Members (attached).
31. Voting on the amendment of Article (50) of the Company’s By-Laws relating to the Dissolution of the Company (attached).
32. Voting on amendment of the company’s Corporate Governance Manual (attached). Proxy Form 
E-Vote Shareholders can vote remotely on the General Assembly's agenda through the electronic voting service, which will be available to shareholders registered in the Tadawulaty website starting from (10.00 A.M) on (Saturday) 01/04/1443 AH, corresponding to 06/09/2021 until the end of meeting time. Registration and voting in Tadawulaty services will be available and free of charge to all shareholders using the following link: www.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 Tel No: 0112153360 or Email: [email protected] 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.