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

May 10, 2021

Salama Cooperative Insurance Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

8050 · 10/05/2021 20:06:40 · Announcement #63388 · View on Saudi Exchange

Salama Cooperative Insurance Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting

Element List	Explanation
Introduction	The Board of Directors of Salama cooperative insurance Company hereby invites the shareholders to attend the Extraordinary General Assembly Meeting, that will be 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 General Assembly's Meeting	The company Head Office- Salama Tower- Madina Road- jeddah
URL for the Meeting Location	www.tadawulaty.com.sa
Date of the General Assembly's Meeting	2021-06-13 Corresponding to 1442-11-03
Time of the General Assembly's Meeting	18:30
Attendance Eligibility	Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre 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 assembly meeting is valid if shareholders representing at least half of the capital attend, and if there is no quorum necessary to hold this meeting, the second meeting will be held an hour after the expiry of the deadline for the first meeting and the second meeting will be valid if attended by shareholders representing at least a quarter of the capital, and if there is no quorum for the second meeting, a third meeting is invited and the third meeting is correct, whatever the number of shares represented in it, according to Article 33 of the Company's by-laws after receiving the approvals from the competent authorities.
General Assembly Meeting Agenda	1- Voting on the Board Annual Report for the fiscal year ended on 31 December 2020(Attached).

2- Voting on External Auditors Report for the fiscal year ended on 31 December 2020(Attached).

3-Voting on the Financial Statements for the fiscal year ended on 31 December 2020(Attached).

4--Voting on absolve board of directors of the company from during the fiscal year ending 31/12/2020 AD.

5-voting on the remuneration policy for the Board of Directors and committees and Executive management(Attached).

6- voting on the amendments in Article 1of the Company’s By-Laws related to the Formation (Attached).

7- voting on the amendments in Article 3 of the Company’s By-Laws related to the Company Purpose (Attached).

8- voting on the amendments in Article 4 of the Company’s By-Laws related to the participation and ownership in companies. (Attached).

9- voting on the amendments in Article 7 of the Company’s By-Laws related to the Investments of the Company (Attached).

10- voting on the amendments in Article 12 of the Company’s By-Laws related to the Transfer of Shares (Attached).

11- voting on the amendments in Article 13 of the Company’s By-Laws related to the Increase of Capital (Attached)

12- voting on the amendments in Article 14 of the Company’s By-Laws related to the Decrease of Capital (Attached)

13- voting on the amendments in Article 15 of the Company’s By-Laws related to the Management of the Company (Attached)

14- voting on the amendments in Article 16 of the Company’s By-Laws related to the Termination of board directors (Attached)

15- voting on the amendments in Article 17 of the Company’s By-Laws related to the Vacant Position in the Board (Attached)

16- voting on the amendments in Article 18 of the Company’s By-Laws related to the Authorities of Board of Directors(Attached)

17- voting on the amendments in Article19 of the Company’s By-Laws related to the Remuneration of Board Members, Chairman and Managing Director ( Attached).

18- voting on the amendments in Article 20 of the Company’s By-Laws related to the Authorities of the Chairman Term of membership, Vice Chairman and Board Secretary (Attached).

19- voting on the amendments in Article 21 of the Company’s By-Laws related to the Board Meetings (Attached).

20- voting on the amendments in Article 22 of the Company’s By-Laws related to the Quorum of Board Meeting (Attached).

21- voting on the amendments in Article24 of the Company’s By-Laws related to the Agreements and Contracts (Attached).

22- voting on the amendments in Article 25 of the Company’s By-Laws related to the Attending Assembly Meetings (Attached).

23- voting on the amendments in Article 26 of the Company’s By-Laws related to the Constituent Assembly (Attached).

24- voting on the amendments in Article 27 of the Company’s By-Laws related to the specialization of the Constituent Assembly (Attached).

25- voting on the amendments in Article 28 of the Company’s By-Laws related to the specialization of the Ordinary General Assembly (Attached).

26- voting on the amendments in Article 30 of the Company’s By-Laws related to the Invitations to General Assemblies (Attached).

27- voting on the amendments in Article 32 of the Company’s By-Law related to the Quorum of the Ordinary General Assembly Meeting (Attached).

28- voting on the amendments in Article 33 of the Company’s By-Laws related to the Quorum of the Extraordinary General Assembly Meeting (Attached)

29- voting on the amendments in Article 39 of the Company’s By-Laws related of nomination of Auditors (Attached).

30- voting on the amendments in Article 41 of the Company’s By-Laws related to the Obligations of the Auditors (Attached)

31- voting on the amendments in Article 43 of the Company’s By-Laws related to the Financial Statements (Attached).

32- voting on the amendments in Article 45 of the Company’s By-Laws related to the Zakat and Reserves (Attached).

33- voting on the amendments in Article 46 of the Company’s By-Laws related to the entitlement to profits(Attached).

34- voting on the amendments in Article 49 of the Company’s By-Laws related to the responsibility of the Board of Directors (Attached).

35- voting on the amendments in Article 50 of the Company’s By-Laws related to the Dissolution of the Company (Attached).

36-Voting on the amended Corporate Governance Policy (Attached).

37- voting on disbursing an amount (1,213,424) as a bonus to the members of the Board of Directors for the fiscal year ending 31/12/2020 AD, in case the clause approval of the remuneration policy for the Board of Directors, committees and Executive Management.

38-Voting on the appointment of External Auditors among the nominated based on the recommendation of the Audit Committee to review and audit the financial statements of the second quarter & third & fourth and annual statements for the year 2021 and first quarter of 2022, and determination of their

Fees (Attached). Proxy Form E-Vote Shareholders registered in Tadawulati services will be able to vote remotely on the assembly’s items from 10 am on (Thursday) 29/10/1442 H, 10/06/2021 until the end of the time of the meeting on 03/10/1442 H, 13/06/2021, and registration and voting in trading services will be available and free to all shareholders by 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 however ,the voting will be available till the end of the meeting. Method of Communication in case of any clarification in these regards please contact the following numbers: (+966126845743) or by email: ir@salama.com.sa. And the Bord of Directors will receive it to answer it in the assembly meeting through Bord of Directors secretariat Attached Documents           

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