Wataniya Insurance Co. — Proxy Solicitation & Information Statement 2022

Mar 15, 2022

Wataniya Insurance Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

8300 · 15/03/2022 15:58:41 · Announcement #67110 · View on Saudi Exchange

Wataniya Insurance Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting )

Element List	Explanation
Introduction	The Board of Wataniya is pleased to invite Wataniya’s shareholders to attend the Extraordinary Meeting (First meeting) via virtually through TADAWULATY Portal (Virtual Meeting), which will be held on Wednesday 12th of Ramadan 1443H corresponding to 13th of April 2022 at (10:00 pm). The meeting will be held at the Company Head Office – Jufflali Building – Madina Road – Jeddah www.tadawulaty.com.sa, taking the safety of the shareholders into consideration and in support of the social distancing regulations to combat the COVID – 19 pandemic, which is in line with the government arrangements. The meeting will be convened to discuss the following Agenda:
City and Location of the Extraordinary General Assembly's Meeting	Company Head Office – Jufflali Building – Madina Road – Jeddah www.tadawulaty.com.sa
URL for the Meeting Location	http://tadawulaty.com.sa
Date of the Extraordinary General Assembly's Meeting	2022-04-13 Corresponding to 1443-09-12
Time of the Extraordinary General Assembly's Meeting	22:00
Attendance Eligibility	ShareHolders Registered at the Depositary Center Registry at the End of the Trading Session Proceeding the General Assembly Meeting and as per the Laws and Regulations
Quorum for Convening the General Assembly's Meeting	The meeting quorum will be at 50% (virtual attendance – voting) and in the event of failing to achieve the required quorum, the EGM will convene within 1 hour from the first meeting, and the quorum of 25% will be required of the shareholders.
Meeting Agenda	1- Voting on the Board’s recommendation to increase the Company’s capital by way of right issue according to the following:

- Offering amount: Two hundred Million (200,000,000) Saudi riyals.

- Reason and Method of Capital Increase:

- Reason of capital increase: to support the growth of the Company's business and maintaining the solvency requirements imposed by the Saudi Central Bank.

- Method of changing capital: Offering and listing of rights shares for Twenty Million (20,000,000) ordinary shares.

- Eligibility date: If the item is approved, eligible shareholders are those 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 eligibility date. (Attached)

- Amendment of Article (8) of the Company Bylaws regarding the Capital. (Attached)

2- Approval of the Board of Directors appointment of Mr. Haitham Habib Albakree as Managing Director (Executive Board Member) starting 07/10/2021 until the end of the current Board Tenure on 25/04/2022 as a successor for Mr. Soren Nikolajsen (Non-Executive Board Member). (Resume Attached)

3-Approval of the amendment of Article (3) of the Company Bylaws regarding the Purposes of the Company. (Attached)

4- Approval of the amendment of Article (4) of the Company Bylaws regarding the Participation and Ownership in Companies. (Attached)

5- Approval of the amendment of Article (5) of the Company Bylaws regarding the Company’s Head Office. (Attached)

6- Approval of the amendment of Article (7) of the Company Bylaws regarding the Company’s Investments. (Attached)

7- Approval of the amendment of Article (12) of the Company Bylaws regarding the Trading in Shares. (Attached)

8- Approval of the amendment of Article (13) of the Company Bylaws regarding the Capital Increase. (Attached)

9- Approval of the amendment of Article (14) of the Company Bylaws regarding the Capital Reduction. (Attached)

10- Approval of the amendment of Article (15) of the Company Bylaws regarding the Management of the Company. (Attached)

11- Approval of the amendment of Article (16) of the Company Bylaws regarding the Termination of the Board Membership. (Attached)

12- Approval of the amendment of Article (17) of the Company Bylaws regarding the Vacant Position in the Board. (Attached)

13- Approval of the amendment of Article (24) of the Company Bylaws regarding Agreements and Contracts. (Attached)

14- Approval of the amendment of Article (32) of the Company Bylaws regarding Quorum of the Ordinary General Assembly Meeting. (Attached)

15- Approval of the amendment of Article (33) of the Company Bylaws regarding Quorum of the Extraordinary General Assembly Meeting. (Attached)

16- Approval of the amendment of Article (35) of the Company Bylaws regarding Decisions of Assemblies. (Attached)

17- Approval of the amendment of Article (45) of the Company Bylaws regarding Zakat, Reserves, and Profit Distribution. (Attached)

18- Approval of the amendment of Article (46) of the Company Bylaws regarding Entitlement to Dividends. (Attached) Proxy Form E-Vote All registered shareholders in (EDAA) can vote electronically through (TADAWULATY) as of 10:00 am Sunday 9th of Ramadan 1443 H corresponding to 10th of April 2022, till the end of the meeting on the same day of the shareholders meeting. Furthermore, the registration on TADAWULATY will be available to all shareholders free of Charges on the following link: www.tadawulaty.com.sa Eligibility for Attendance Registration and Voting Eligibility for Attendance Registration and Voting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes Method of Communication in case of any clarification in this regard please contact the company’s shareholders relations department on: info@wataniya.com.sa Mobile 0556166122

Or mail us on (Board Secretary – Wataniya Insurance Company – PO Box 5832 – Jeddah 21432. Attached Documents        

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