Arabian Shield Cooperative Insurance Co. — Proxy Solicitation & Information Statement 2021

May 19, 2021

Arabian Shield invites its shareholders to attend the Extraordinary General Assembly Meeting (First meeting via modern technology means

8070 · 19/05/2021 17:17:45 · Announcement #63446 · View on Saudi Exchange

Arabian Shield invites its shareholders to attend the Extraordinary General Assembly Meeting (First meeting via modern technology means

Element List	Explanation
Introduction	Arabian Shield’s Board of Directors is pleased to invite the shareholders to participate in the meeting of the Extraordinary General Assembly including capital increase (First meeting, and second meeting one hour after the first meeting) taking place on Wednesday 09/06/2021G, corresponding to 11/10/1442H at 18:30 pm via modern technology means provided by Tadawulaty, which is in the support of preventive and precautionary efforts and measures by the relevant competent health authorities to contain Coronavirus (COVID-19) and as an extension of the continuous efforts made by all government entities in the kingdom of Saudi Arabia to take the necessary preventative measures to prevent the spread.
City and Location of the Extraordinary General Assembly's Meeting	Company Headquarters, Riyadh, Saudi Arabia
URL for the Meeting Location	https://login.tadawulaty.com.sa/ir/user/login.xhtml?lang=ar
Date of the Extraordinary General Assembly's Meeting	2021-06-09 Corresponding to 1442-10-28
Time of the Extraordinary General Assembly's Meeting	18:30
Attendance Eligibility	As per the rules and regulations, each shareholder who is registered in the Company's shareholders book with Edaa at the end of the trading session prior to the Assembly meeting shall be entitled to attend the Assembly
Quorum for Convening the General Assembly's Meeting	As per Article (33) of Company Bylaws, the EGM shall be valid only if attended by shareholders representing at least half of the share capital. In case of non-completion of the quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by shareholders representing at least one quarter of the share capital
Meeting Agenda	1- Voting on the Board of Directors’ report for the fiscal year ending on 31/12/2020 G.

2- Voting on the auditors’ report on the Company’s accounts for the fiscal year ending on 31/12/2020 G.

3- Voting on the financial statements for the fiscal year ending on 31/12/2020 G.

4- Voting on the discharge of Directors from their liabilities for the year ending 31/12/2020 G.

5- Voting on paying an amount of (SAR 1,700,000) as remuneration to the Board Members for the fiscal year ending 31/12/2020 G.

6- Voting on appointing the auditors for the company from among the candidates based on the Audit Committee’s recommendation. The appointed auditors shall examine, review and audit the (second, third, and fourth) quarter and annual financial statements, of the fiscal year 2021 G., the first quarter of the fiscal year 2022 G., and the determination of the auditors’ remuneration.

7- Voting on the business and contracts concluded between the Company and (Almarai) for one year, in which the Chairman (Prince Naif bin Sultan bin Mohammed bin Saudi Alkabeer) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR149,596). Without preferential terms. (Attached).

8- Voting on the business and contracts concluded between the Company and (Yamamah Cement) for one year, in which the Chairman (Prince Naif bin Sultan bin Mohammed bin Saudi Alkabeer) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR14,759). Without preferential terms. (Attached)

9- Voting on the business and contracts concluded between the Company and (Private Property) for one year, in which the previous Chairman (Prince Sultan bin Mohammed bin Saudi Alkabeer) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR1,107). Without preferential terms. (Attached)

10- Voting on the business and contracts concluded between the Company and (Samamah Holding) for one year, in which the board member (Turki Almutawa) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR10,666). Without preferential terms. (Attached)

11- Voting on the business and contracts concluded between the Company and (AlObiekan Group Investments) for one year, in which the board member (Abdallah AlObiekan) has an indirect. These businesses and contracts are (Insurance policies) and in the amount of (SAR25,397). Without preferential terms. (Attached)

12- Voting on the business and contracts concluded between the Company and (AlObiekan Investments) for one year, in which the board member (Abdallah AlObiekan) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR 203). Without preferential terms. (Attached)

13- Voting on the business and contracts concluded between the Company and (Bahrain National Holdings) for one year, in which the Vice Chairman (Sameer Alwazzan) has an indirect interest. These businesses and contracts are (Insurance policies) and in the amount of (SAR 166). Without preferential terms. (Attached)

14- Voting on Board of Director’s recommendation for the non-distribution of dividends to shareholders for the fiscal year 31/12/2020 G. (Attached)

15- Voting on the Board’s recommendation to increase the company’s capital by issuing bonus shares ti its shareholders as follows:

• Capital will increase from SAR (300,000,000) to SAR (400,000,000), and PAR value is SAR10.

• Number of Shares will increase from (30,000,000) to (40,000,000).

• 1 bonus share will be distributed for each 3 shares.

• Percentage of new shares to the number of shares before the increase is 33.33%

• The increase will be through capitalization of SAR 80,000,000 from retained earnings and SAR 20,000,000 from statutory reserves.

• The purpose of this increase is to strengthen the capital of the company to assist in increasing growth and expansion in the upcoming years.

• If this item is approved the entitlement to shareholders 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 convening date of the Extra-Ordinary General Assembly. In case of shares fractions, they shall be collected in one portfolio for all shareholders, then sold at market price, and their value shall be distributed to eligible shareholders for the bonus shares as per their shares, within a period not exceeding ( 30 ) days from the date of determining the outstanding shares for each shareholder.

• The amendment of (Article No.8 ) of the Company’s bylaws relating to capital. (Attached)

16- Voting on the amendments of Audit Committee Charter (Attached).

17- Voting on the amendments of corporate governance policy (Attached).

18- Voting on remuneration policies for Board of Directors and Committees members. (Attached) Proxy Form E-Vote All shareholders who are registered on Tadawulaty will be able to remotely vote on the EGM agenda items, which shall commence at 10:00 A.M on Saturday 05/06/2021 and continue until the end of the EGM. The registration and voting in Tadawulaty services will be available for all shareholder free of charge through 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 For inquiries please contact the Shareholders affairs Department on telephone no. 0112505413 or by Email: Binsaeed@arabianshield.com Attached Documents  

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