Walaa Cooperative Insurance Co. — Proxy Solicitation & Information Statement 2018

May 27, 2018

Walaa Cooperative Insurance Co. invites its shareholders to attend the Extraordinary General Assembly Meeting for discussion of increase in capital share (First Meeting)(Reminder)

8060 · 27/05/2018 16:04:12 · Announcement #51064 · View on Saudi Exchange

Walaa Cooperative Insurance Co. invites its shareholders to attend the Extraordinary General Assembly Meeting for discussion of increase in capital share (First Meeting)(Reminder)

Walaa Cooperative Insurance Company Board of Directors invites shareholders to attend the extraordinary general assembly meeting (first meeting) at Al Gosaibi Hotel in Khobar (https://goo.gl/maps/uittLD2Mt6x) on Tuesday at 22:00 on 14-9-1439h (29-5-2018) to discuss the following agenda:

1. Voting on the external auditors report for the financial year ended on 31/12/2017 (attached).

2. Voting on the Companys annual financial statements for the financial year ended on 31/12/2017 (attached).

3. Voting on the Board of Directors report for the financial year ended on 31/12/2017 (attached).

4. Voting on Board of directors recommendation to increase the companys capital from SAR 400 Million up to SAR 440 Million, an increase of 10% therefore increasing the number of shares from 40 million share up to 44 million share by offering 1 bonus shares for every 10 shares owned. Note this increment will be done through capitalization of SR 40,000 from retained earnings account. The Board of Directors decided to issue bonus shares in place of cash dividend, as the company needs to conserve cash to strengthen its capital, in order to meet the Companys growth plans. Eligibility of these shares will be for shareholder who own shares in the day of the general assembly meeting which is on Tuesday 29/5/2018 and whom are registered in the shareholders record at the Depository Center by the end of the trading session in the day after the general assembly meeting.

5. Voting on the amendment of Article (8) of the Companys By-laws, which is related to the Companys capital (attached).

6. Voting on the amendment of Article (30) of the Companys By-laws, which is related to the General Assembly invitation (attached).

7. Voting on the amendment of item (2) of Article (43) of the Companys By-laws, which is related to financial documentation (attached).

8 to 15. Voting on the business relationships that have interest with one or more of Board members (attached).

16. Voting on Hassan Kabbani, board member, engagement with an insurance brokerage company (competitive business) and renew this engagement for further year (attached).

17. Voting on releasing liability of the board members with respect to the companys management for the financial year 2017.

18. Voting on appointment of the auditors among the nominated as recommended by the audit committee to audit and review the companys accounts for the first, second, third, quarter and annual statements for the year 2018 besides and determination of their fees (attached).

19. Voting on the updated Corporate Governance Internal Policy (attached).

20. Voting on the Companys remuneration policy, to be separated of our internal Corporate Governance policy (attached).

21. Voting on the updated Board Members Appointment policy (attached).

22. Voting on the updated Audit Committee charter and define their functions and roles and remunerations (attached).

23. Voting on the Nomination & Remuneration Committee charter and define their functions and roles and remunerations (attached).

24. Voting on Social Responsibility Policy (attached).

Note the Assembly meeting quorum requires the presence of shareholders representing 50% percent of capital. In case the required we did not meet the quorum, a second meeting shall be arranged, one hour after the first meeting, only if the shareholders presents at least quarter of the capital.

Every shareholder registered in the shareholders record at the Depository Center by the end of the trading session prior to the general assembly meeting has the right to attend the Extraordinary general assembly meeting and according to the rules and regulations

Shareholders who cannot attend on the scheduled time and want to give proxy to others (other than Board members or company personnel) have to send copy of the necessary proxies attested by Chamber of or attested by licensed banks or attested by any authorized persons in the kingdom or notary public or persons licensed for attestation activities at least two days before the meeting date The delegate must present the original proxy before the assembly meeting It is necessary for shareholders attending personally or their delegates to present their identity cards. Proxy copy should be sent to the following address:

Compliance Department

Walaa Cooperative Insurance Company

Custodian of The Two Holy Mosques Road, Khobar Aljanubiyah district

P.O. Box 31616 Khobar 31952

For inquires please call 0138652200 fax 0138652255

The company would like to announce to its shareholders who are registered in Tadawulaty services portal can effectively vote online on the Agenda items starting from 25-5-2018 till 4pm on meeting day via visiting Tadawulaty website by clicking the following link (www.tadawulaty.com.sa).

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.