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Allianz Saudi Fransi Cooperative Insurance Company invites its shareholders to attend the ordinary general assembly meeting (the first meeting) by personal attendance at the company’s headquarters and via means of modern technology

ALLIANZ SF 8040 11.21% 18.06 1.82
Element List Explanation
Introduction The Board of Directors of Allianz Saudi Fransi Cooperative Insurance Company is pleased to invite the shareholders to participate in the Ordinary General Assembly meeting (the first meeting). The meeting is scheduled to be held in attendance and via means of modern technology at 7:30 pm on Wednesday, Dhu Al-Qa’dah 23, 1443 AH, corresponding to June 22, 2022 AD, at the company’s headquarters in Al Safwa Commercial Building, Malaz, Khurais Road, near the Gulf Bridge, please follow the link for the location of the Company (shorturl.at/dyRXY), Riyadh and remotely by means of modern technology through Tadawulaty suite of services (link of Tadawulaty website www.tadawulaty.com.sa
City and Location of the General Assembly's Meeting Al Safwa Commercial Building, Malaz, Khurais Road, near the Gulf Bridge, please follow the link for the location of the Company (shorturl.at/dyRXY), Riyadh.
URL for the Meeting Location shorturl.at/dyRXY
Date of the General Assembly's Meeting 2022-06-22 Corresponding to 1443-11-23
Time of the General Assembly's Meeting 19:30
Attendance Eligibility Each of the shareholders registered in the company’s shareholders registers at the Depository Center at the end of the trading session preceding the Assembly meeting has the right to register their electronic attendance and vote using the Tadawulati system at the Assembly meeting in accordance with applicable rules and regulations. The right to register attendance for the Assembly meeting shall terminate at the time when the Assembly convenes, while the right to vote on the Assembly articles for those attending the meeting shall terminate when the counting committee finishes counting the votes. The meeting of the Ordinary General Assembly shall be valid if attended by shareholders representing at least half of the capital.

Each shareholder is also entitled to appoint another person to attend the meeting on his behalf by virtue of a written proxy, provided that he is not a member of the Board of Directors or an employee of the company. The proxy shall also be attested by: The Chambers of Commerce and Industry when the shareholder is affiliated with one of them, or if the shareholder is a company or legal entity. A licensed bank or authorized person in the Kingdom, provided that the principal has an account with the bank or the authorized person performing the attestation. Notaries public or persons authorized to do notary work. The shareholder or his representative shall provide the company with a copy of the power of attorney at least two days before the date of the Assembly meeting, and send it to the company’s headquarters at Al Safwa Commercial Building, Khurais Road, near the Gulf Bridge, Malaz, Riyadh, PO Box No. 3540 Riyadh 11481. Fax No. 8213999/011, or to call 0118213000, switch 3090/3093. The proxy shall show the original power of attorney before the Assembly convenes, and all shareholders/proxies shall bring their national ID.

Quorum for Convening the General Assembly's Meeting 50%
General Assembly Meeting Agenda 1) To vote on the Board’s report for the fiscal year ended on 31/12/2021.

2) To vote on the financial statements of the fiscal year ended on 31/12/2021.

3) To vote on the auditor's report for the fiscal year ended on 31/12/2021.

4) To vote on the discharge of the Board members from liability for the fiscal year

ended on 2021.

5) To vote on the appointment of the Company's auditors from among the candidates, based on a recommendation by the Audit Committee, to examine, review and audit the financial statements of the second, third and fourth quarter and the annual financial statements of the fiscal year 2022 and the first quarter of the fiscal year 2023, and determine their fees.

6) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Banque Saudi Fransi, in which Mr. Mazen Al-Tamimi, a member of the Board of Allianz Saudi Fransi Cooperative Insurance Company and an Executive Director of Banque Saudi Fransi, has an indirect interest, which are the management of investment portfolios submitted to the Company by Banque Saudi Fransi and its affiliates. There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 552,951,331. (attached)

7) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Banque Saudi Fransi, in which Mr. Mazen Al-Tamimi, a member of the Board of Allianz Saudi Fransi Cooperative Insurance Company and an Executive Director of Banque Saudi Fransi, has an indirect interest, which are the banking and investment services provided to the Company by Banque Saudi Fransi and its affiliates. There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 552,951,331. (attached)

8) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Banque Saudi Fransi, in which Mr. Mazen Al-Tamimi, a member of the Board of Allianz Saudi Fransi Cooperative Insurance Company and an Executive Director of Banque Saudi Fransi, has an indirect interest, which are the insurance business provided by the Company to Banque Saudi Fransi and its affiliates. There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 75,781,561. (attached)

9) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Allianz Group and its affiliates, in which (Mr. Alwaleed Abdulraziq Saleh Al Dryaan, Mr. Patrick Telles, Mr.Antoine Jan Issa, Mr. Mohammed amin benabbou and Mr. Anuj Agarwal), members of the Board of Allianz Saudi Fransi Cooperative Insurance Company and executive directors of Allianz Group, have an indirect interest, which are the insurance and re-insurance businesses and the support services provided to the Company by Allianz Group and its affiliates. There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 171,715,823. (Attached)

10) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Data Quest SAL, an affiliate of Allianz Group, in which (Mr. Alwaleed Abdulraziq Saleh Al Dryaan, Mr. Patrick Telles, Mr. Antoine Jan Issa, Mr. Mohammed amin benabbou and Mr. Anuj Agarwal), members of the Board of Allianz Saudi Fransi Cooperative Insurance Company and executive directors of Allianz Group, have an indirect interest, which are the business of the Company's technical system, including maintenance, technical support and development, provided to the Company by Data Quest SAL. There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 2,952,414. (Attached)

11) To vote on the businesses and contracts that will take place between Allianz Saudi Fransi Cooperative Insurance Company and Nextcare Company, an affiliate of Allianz Group, which as Allianz Saudi Fransi Cooperative Insurance Company (represented by Mr. Anuj Agarwal – member of the Board) is a major shareholder in Nextcare Company, have an indirect interest, which are the business of claim management (medical insurance). There are no preferential terms in such businesses and contracts. The total value of these businesses in 2021 is SAR 1,267,868 (Attached).

12) To vote on the Board of Directors’ decision to appoint Mr. Patrick Thiels as a non-executive member of the Board of Directors starting from 01/09/2022 AD, to complete the Board’s term until the current session terminates on 07/08/2022 AD, succeeding the former member, Mr. Herve Glougan - Non-Executive - (CV attached).

Proxy Form
E-Vote It also urges them to participate in the electronic voting available to the shareholders registered in Tadawulaty website, which enables the shareholders to view and vote on the entire items of the assembly starting from ten in the morning on Sunday 20/11/1443 AH, corresponding to 19/06/2022 AD, until the end of the assembly meeting. Registration and voting in Tadawulaty services will be free of charge for all shareholders by visiting the website: www.tadawulaty.com.sa
Eligibility for Attendance Registration and Voting Each of the shareholders registered in the company’s shareholders registers at the Depository Center at the end of the trading session preceding the Assembly meeting has the right to register their electronic attendance and vote using the Tadawulati system at the Assembly meeting in accordance with applicable rules and regulations. The right to register attendance for the Assembly meeting shall terminate at the time when the Assembly convenes, while the right to vote on the Assembly articles for those attending the meeting shall terminate when the counting committee finishes counting the votes. The meeting of the Ordinary General Assembly shall be valid if attended by shareholders representing at least half of the capital.

Each shareholder is also entitled to appoint another person to attend the meeting on his behalf by virtue of a written proxy, provided that he is not a member of the Board of Directors or an employee of the company. The proxy shall also be attested by: The Chambers of Commerce and Industry when the shareholder is affiliated with one of them, or if the shareholder is a company or legal entity. A licensed bank or authorized person in the Kingdom, provided that the principal has an account with the bank or the authorized person performing the attestation. Notaries public or persons authorized to do notary work. The shareholder or his representative shall provide the company with a copy of the power of attorney at least two days before the date of the Assembly meeting, and send it to the company’s headquarters at Al Safwa Commercial Building, Khurais Road, near the Gulf Bridge, Malaz, Riyadh, PO Box No. 3540 Riyadh 11481. Fax No. 8213999/011, or to call 0118213000, switch 3090/3093. The proxy shall show the original power of attorney before the Assembly convenes, and all shareholders/proxies shall bring their national ID.

Method of Communication Shareholders’ questions and inquiries will be received by the Department of Shareholder Relations through the following phone numbers: 0118219093 or via email: [email protected]
Attached Documents               

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