Arabian Shield 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) Via Modern Technology Means.
| Element List | Explanation |
|---|---|
| Introduction | The board of directors of Arabian Shield Cooperative Insurance Company (“Arabian Shield”) is pleased to invite its shareholders to participate and vote in the extraordinary general assembly meeting (First meeting) that will be held at 7:30 p.m. on 05/05/1443H (Corresponding to 09/12/2021G) via modern technology means provided by Tadawulaty, which is in the support of preventive and precautionary efforts and measures by the relevant competent health authorities to contain Coronavirus (COVID-19) and as an extension of the continuous efforts made by all government entities in the kingdom of Saudi Arabia to take the necessary preventative measures to prevent the spread. |
| City and Location of the Extraordinary General Assembly's Meeting | Company Headquarters, Riyadh, Saudi Arabia |
| URL for the Meeting Location | https://login.tadawulaty.com.sa/ir/user/login.xhtml?lang=ar |
| Date of the Extraordinary General Assembly's Meeting | 2021-12-09 Corresponding to 1443-05-05 |
| Time of the Extraordinary General Assembly's Meeting | 19:30 |
| Attendance Eligibility | As per the rules and regulations, each shareholder who is registered in the Company's shareholders book with Edaa at the end of the trading session prior to the Assembly meeting shall be entitled to attend the Assembly |
| Quorum for Convening the General Assembly's Meeting | EGM shall be valid only if attended by shareholders representing at least half 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 of the share capital |
| Meeting Agenda | 1. Voting on the merging of Al Ahli Takaful Company into Arabian Shield in accordance with the provisions of Articles (191), (192) and (193) of the Companies Law (“Companies Law”). by issuing 1.43114769137705 new shares in Arabian Shield against each share in Al Ahli Takaful (“Merger Transaction”), in accordance with the terms and conditions of the merger agreement between signed between both companies on (02/12/1442H) (Corresponding to 12/07/2021G) (“Merger Agreement"), including voting on the following matters related to the Merger Transaction:
a. To vote on the terms of the Merger Agreement entered into between Arabian Shield and ATC on (02/12/1442H) (Corresponding to 12/07/2021H). b. To vote on increase of the company’s share capital from 400,000,000 SAR to 638,524,620, 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. To vote on the amendments to the articles of association in accordance with Schedule 1 attached hereto. d. Authorizing the board of directors of the Company to take any decision or take any action as may be required to implement the previous resolutions.
2. 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) 3. 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) |
| Proxy Form |  |
| E-Vote | All shareholders who are registered on Tadawulaty will be able to remotely vote on the EGM agenda items, which shall commence at 10:00 A.M on Saturday 05/12/2021 and continue until the end of the EGM. The registration and voting in Tadawulaty services will be available for all shareholder free of charge through 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. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Vote. |
| Method of Communication | For inquiries please contact the Shareholders affairs Department on telephone no. 0112505413 or by Email: [email protected] |
| 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 ASICO and AlAhli Takaful 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 ASICO AlAhli Takaful, then his vote will only be counted in one of the EGMs.
It should be noted that the above EGM items are part of the Merger conditions, noting that the Merger is also subject to other conditions. The Merger will be become effective after satisfying all of the Merger conditions. |
| Attached Documents |
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