Walaa Cooperative Insurance Co. — Proxy Solicitation & Information Statement 2020

Jan 5, 2020

Walaa Cooperative Insurance Company invites its shareholders to attend the Extraordinary General Assembly Meeting which includes the Increase in the Share Capital of the Company (First Meeting)

8060 · 05/01/2020 15:51:54 · Announcement #57215 · View on Saudi Exchange

Walaa Cooperative Insurance Company invites its shareholders to attend the Extraordinary General Assembly Meeting which includes the Increase in the Share Capital of the Company (First Meeting)

Element List	Explanation
Introduction	The Board of Directors at Walaa Cooperative Insurance Company (“Walaa Insurance Company”) is pleased to invite the Company’s shareholders to attend the Extraordinary General Meeting (EGM) which includes the increase in the share capital of Walaa Insurance Company (FIRST MEETING)
City and Location of the Extraordinary General Assembly's Meeting	Holiday Inn Hotel, King Saud Road, Al Khobar City
URL for the Meeting Location	Calibri;mso-fareast-theme-font:minor-latin;mso-hansi-theme-font:minor-latin; mso-bidi-font-family:Arial;mso-bidi-theme-font:minor-bidi;mso-ansi-language: EN-US;mso-fareast-language:EN-US;mso-bidi-language:AR-SA">https://g.page/alkhobarHoliday?share mso-fareast-font-family:Calibri;mso-fareast-theme-font:minor-latin;mso-ansi-language: EN-US;mso-fareast-language:EN-US;mso-bidi-language:AR-SA">
Date of the Extraordinary General Assembly's Meeting	2020-01-27 Corresponding to 1441-06-02
Time of the Extraordinary General Assembly's Meeting	18:30
Attendance Eligibility	As per the rules and regulations, any shareholder registered in the Company’s share registry at the Depository Center as of the end of trading on the EGM day, has the right to attend the EGM.
Quorum for Convening the General Assembly's Meeting	The EGM will be valid only if attended by shareholders representing at least half (50%) 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 (25%) of the Share Capital.
Meeting Agenda	1. To vote on the proposed merger (the "Merger") of Walaa Insurance Company and MetLife AIG ANB to be effected by way of a merger pursuant to Articles 191, 192, and 193 of the Companies Law issued under Royal Decree No. M3 dated 28/1/1437H (corresponding to 10/11/2015G) (the "Companies Law"), through the issuance of 0.657761444444444 new Walaa Insurance Company shares for each share in MetLife AIG ANB subject to the terms and conditions of the merger agreement between Walaa Insurance Company and MetLife AIG ANB dated 29 September 2019G (the "Merger Agreement"). In addition, the approval of the following matters relating to the Merger:

(a) The approval of the terms and conditions of the Merger Agreement entered into between Walaa Insurance Company and MetLife AIG ANB on 29 September 2019G.

(b) The increase of the share capital of Walaa Insurance Company from SAR 528,000,000 to SAR 646,397,060, subject to the terms and conditions of the Merger Agreement and with effect from the Effective Date, pursuant to the Companies Law and the Merger Agreement.

(c) Subject to the Merger becoming effective, the approval of the changes to Walaa Insurance Company’s bylaws set out in attachment 2 of this invitation

(d) The authorization of the Board of Directors of Walaa Insurance Company, or any person authorized by the Board of Directors, to take any action as may be necessary to implement any of the above resolutions.

2. To vote on the amendment of Article No. 3 of Company’s current bylaws, which is related to Company’s Objectives (As stated in Attachment No. 2)

3. To vote on the amendment of Article No. 11 of Company’s current bylaws, which is related to Issuance of Stocks (As stated in Attachment No. 2)

4. To vote on the amendment of Article No. 15 of Company’s current bylaws, which is related to Company’s Management (As stated in Attachment No. 2)

5. To vote on the amendment of Article No. 19 of Company’s current bylaws, which is related to Directors’ Remuneration (As stated in Attachment No. 2)

6. To vote on the amendment of Article No. 22 of Company’s current bylaws, which is related to Quorum for Meetings of the Board of Directors (As stated in Attachment No. 2)

7. To vote on the amendment of Article No. 30 of Company’s current bylaws, which is related to General Assembly Meeting Invitation (As stated in Attachment No. 2) Proxy Form E-Vote The shareholders who are registered in Tadawulaty can remotely vote on the items of EGM starting at 10:00 AM on Thursday 28/05/1441H (corresponding to 23/01/2020G), and continue until 04:00 PM on the day of the Meeting. Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa) Eligibility for Attendance Registration and Voting Right to register to attend the EGM ends at the start of the meeting, and the right to vote ends once the voting sorts has concluded. Method of Communication For Inquiries, please contact Compliance Unit through Phone Number: 0138299405 or Fax: 0138652255 or send an E-mail to: investors@walaa.com Additional Information According to Article 191 (4) of the Companies Law and Article 3 (n) of the Merger and Acquisitions Regulations, a shareholder that holds shares in both Walaa Insurance Company and MetLife AIG ANB Cooperative Insurance Company (“MetLife AIG ANB”) is only entitled to vote on resolutions relating to the Merger in the EGM of one of the companies. If a shareholder votes on the resolutions related to the Merger in the EGM of both Walaa Insurance Company and MetLife AIG ANB, then his vote will only be counted in one of the EGMs. Attached Documents     

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