Mutakamela Insurance Co. — Proxy Solicitation & Information Statement 2021

Dec 8, 2021

Allianz Saudi Fransi Cooperative Insurance Company invites its shareholders to attend the Extraordinary General Assembly (First Meeting) via modern technology tools

8040 · 08/12/2021 09:01:31 · Announcement #65880 · View on Saudi Exchange

Allianz Saudi Fransi Cooperative Insurance Company invites its shareholders to attend the Extraordinary General Assembly (First Meeting) via modern technology tools

Element List	Explanation
Introduction	The Board of Directors of Allianz Saudi Fransi Cooperative Insurance Company is pleased to invite the shareholders to participate in the Extraordinary General Assembly meeting (the first meeting), which will be held at (6:30 PM) in the evening of Wednesday 25 Jumada Al-Awwal1443 AH corresponding to December 29, 2021 Which will be held at the company's headquarters in Riyadh - Al-Malaz District by modern technology using the Tadawulaty system (link to the Tadawulaty website: www.tadawulaty.com.sa). It will be held in this way, for 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 preventive measures necessary to prevent its spread.
City and Location of the General Assembly's Meeting	at the company's headquarters in Riyadh - Al-Malaz District by modern technology using the Tadawulaty system (link to the Tadawulaty website: www.tadawulaty.com.sa)
URL for the Meeting Location	www.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	18:30
Attendance Eligibility	Each of the shareholders registered in the company's shareholder register at the Depository Center at the end of the trading session preceding the assembly meeting shall have the right to register his electronic attendance and vote using the Tadawulaty System at the assembly meeting as per laws and regulations, taking into consideration that the right to register attendance at the assembly meeting shall end at the time of the assembly meeting, and that the right to vote on the topics of the assembly agenda for those attending shall end when the vote counting committee finishes counting the votes. The Extraordinary General Assembly meeting shall be valid if attended by shareholders representing half of the capital, at least. If the necessary quorum is not available to hold this meeting, the second meeting will be held an hour post the end of the time determined for convening the first meeting, and the second meeting will be valid if attended by a number of shareholders representing (a quarter) of the capital, at least.
Quorum for Convening the General Assembly's Meeting	50%
General Assembly Meeting Agenda	To vote on the following topics:

1) To vote on the amendment of Article (No. 1) of the company’s articles of association related to (Incorporation) - attached hereto.

2) To vote on the amendment of Article (No. 3) of the company’s articles of association, related to (the Objectives of the Company) - attached hereto.

3) To vote on the amendment of Article (No. 4) of the company’s articles of association, related to (participation and ownership in companies) - attached hereto.

4) To vote on the amendment of Article (No. 7) of the company’s articles of association, related to (the Company’s Investments) - attached hereto.

5) To vote on the amendment of Article (No. 12) of the company’s articles of association related to (trading of shares) - attached hereto.

6) To vote on the amendment of Article (No. 13) of the company’s articles of association related to (increasing the capital) - attached hereto.

7) To vote on the amendment of Article (No. 14) of the company’s articles of association related to (reducing the capital) - attached hereto.

8) To vote on the amendment of Article (No. 16) of the company’s articles of association, related to (the termination of membership of the Board of Directors) - attached hereto.

9) To vote on the amendment of Article (No. 17) of the company’s articles of association, related to (the vacant position in the board) - attached hereto.

10) To vote on the amendment of Article (No. 18) of the company’s articles of association related to (the authority of the board) - attached hereto.

11) To vote on the amendment of Article (No. 19) of the company’s articles of association related to (the remuneration of the members of the board and the remuneration of the chairman of the Board of Directors and the Managing Director) - attached hereto.

12) To vote on the amendment of Article (No. 20) of the company’s articles of association, related to (the powers and membership of the Chairman of the Board of Director, and the membership of a deputy, a managing director and a secretary) - attached hereto.

13) To vote on the amendment of Article (No. 21) of the company’s articles of association, related to (the Board of Directors’ meetings) - attached hereto.

14) To vote on the amendment of Article (No. 22) of the company’s articles of association, related to (the quorum required for the Board of Directors’ meetings) - attached hereto.

15) To vote on the amendment of Article (No. 24) of the company’s articles of association, related to (agreements and contracts) - attached hereto.

16) To vote on the amendment of Article (No. 25) of the company’s articles of association, related to (Attending in Assemblies) - attached hereto.

17) To vote on the amendment of Article (No. 26) of the company’s articles of association, related to (the Constituent Assembly) - attached hereto.

18) To vote on the amendment of Article (No. 27) of the company’s articles of association, related to (the functions of the constituent assembly) - attached hereto.

19) To vote on the amendment of Article (No. 28) of the company's articles of association, related to (the functions of the Ordinary General Assembly) - attached hereto.

20) To vote on the amendment of Article (No. 30) of the company’s articles of association, related to (calling for assemblies) - attached hereto.

21) To vote on the amendment of Article (No. 32) of the company’s articles of association, related to (the Quorum required for the Ordinary General Assembly Meeting) - attached hereto.

22) To vote on the amendment of Article (No. 33) of the company’s articles of association, related to (the Quorum required for the Extraordinary General Assembly Meeting) - attached hereto.

23) To vote on the amendment of Article (No. 35) of the company’s articles of association, related to (Assemblies’ Resolutions) - attached hereto.

24) To vote on the amendment of Article (No. 36) of the company’s articles of association, related to (discussion in the assemblies) - attached hereto.

25) To vote on the amendment of Article (No. 37) of the company’s articles of association, related to (presiding over assemblies’ meetings and preparing minutes thereof) - attached hereto.

26) To vote on the amendment of Article (No. 39) of the company’s articles of association related to (the appointment of an auditor) - attached hereto.

27) To vote on the amendment of Article (No. 41) of the company’s articles of association, related to (obligations of the auditor) - attached hereto.

28) To vote on the amendment of Article (No. 43) of the company’s articles of association, related to (financial documents) - attached hereto.

29) To vote on the amendment of Article (No. 45) of the company’s articles of association, related to (Zakat and Reserves) – attached hereto.

30) To vote on the amendment of Article (No. 49) of the company’s articles of association, related to (the responsibility of members of the board of directors) – attached hereto.

31) To vote on the amendment of Article (No. 50) of the company’s articles of association, related to (the expiration of the company) – attached hereto.

32) To vote on the Board of Directors’ resolution to appoint Mr. Anuj Agarul as the (Executive) member of the Board of Directors starting from the 22/08/2021 G, completing the Board’s term until the end of the current period on 07/08/2022 G, as a successor of the previous member, Mr. Andreas Brunner- (Executive Member) - (C.V. attached hereto) Proxy Form E-Vote It also urges them to participate in the electronic voting available to the shareholders registered in Tadawulaty website, which enables shareholders to view all the topics of the assembly and vote thereupon, starting from ten O’clock in the morning on Sunday 22/05/1443H corresponding to 26/12/2021G until the end of time of the assembly meeting. Registration and voting in Tadawulaty services shall be available to all shareholders, free of charge, by visiting the website: www.tadawulaty.com.sa. Eligibility for Attendance Registration and Voting Each of the shareholders registered in the company's shareholder register at the Depository Center at the end of the trading session preceding the assembly meeting shall have the right to register his electronic attendance and vote using the Tadawulaty System at the assembly meeting as per laws and regulations, taking into consideration that the right to register attendance at the assembly meeting shall end at the time of the assembly meeting, and that the right to vote on the topics of the assembly agenda for those attending shall end when the vote counting committee finishes counting the votes. The Extraordinary General Assembly meeting shall be valid if attended by shareholders representing half of the capital, at least. If the necessary quorum is not available to hold this meeting, the second meeting will be held an hour post the end of the time determined for convening the first meeting, and the second meeting will be valid if attended by a number of shareholders representing (a quarter) of the capital, at least. Method of Communication Questions and inquiries of shareholders will be received through the Shareholders’ Relation Department on the following phone numbers:

0118213125 / 0118213093 or via e-mail: EGA@alianzsf.com.sa. 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.