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National Medical Care Co. announce to invite its shareholders to attend the Ordinary General Meeting ( First Meeting )

CARE 4005 -1.14% 121.20 -1.40
Element List Explanation
City and Location of the General Meeting Grand Hall at Riyadh Care Hospital in Riyadh
Hyperlink of the meeting location https://goo.gl/maps/1zvacvXrHJt
Date of the General Meeting 2019-04-23 Corresponding to 1440-08-18
Time of the General Meeting 18:30
shareholding Eligibility to attend general assembly meeting Each shareholder has the right to attend this Ordinary General Assembly meeting from the shareholders registered in the Company's shareholders register at the Depository Center (Depository Center) at the end of the trading session preceding the meeting of the General Assembly and according to the rules and regulations. Note that the right to register the attendance of the meeting of the Assembly ends at the time of the Assembly and the right to vote on the Assembly's items to attendees ends at the end of the counting committee of the counting of votes.
Quorum as percentage of shareholding In accordance with Article 32 of the Company's bylaws, the meeting shall be attended by shareholders representing at least 50% of the share capital. If the quorum is not completed at this meeting, a second meeting shall be held one hour after the time scheduled for the first meeting. The second meeting shall be valid regardless of the number of shares represented in it.
General Meeting Agenda 1- To vote on the report of the Board of Directors for the financial year ended 31/12/2018.

2- To vote on the auditor's report for the year ended 31/12/2018.

3- To vote on the financial statements for the financial year ended 31/12/2018.

4- To vote on the contract that will be between the company and the cooperative insurance company (TAWUNIYA), which the board member Raed Abdullah Al-Tamimi (non- executive), has an indirect interest therein as a member of the Board of Directors of Al-Tawuniya Insurance Company, which is to provide medical services and insurance coverage for one year with the ability for renewal (without preferential conditions) and licensing for the coming year. Knowing that the transactions for the previous year amounted to SR 64,044,105.

5- To vote on the contract that will be between the company and the General Organization for Social Insurance (GOSI), represented by the following board members Eyad Abdulrahman Al-Hussein (non- executive) and May Mohammed Al-Hoshan (non- executive) and Ahmed Abdulrahman Al-Humaidan (non- executive). have an indirect interest, which is to provide medical services to treat work injuries from 01/01/2019 to 31/12/2020 (without preferential conditions). knowing that the transactions for the previous year amounted to SR 293,132,299.

6- To vote on the contract that will be between the company and Darger Arabia Ltd., owned by FAL Arabia Holding Company, represented by board members Bader Fahad Al-Athel (non- executive). Has an indirect interest. Which is to provide medical supplies for one year with ability for renewal (without preferential conditions) And licensing for the coming year. knowing that the transactions for the previous year amounted to SR 95,977.

7- To vote on the contract that will be between the company and Arab medical supply company, owned by FAL Arabia Holding Company, represented by board members Bader Fahad Al-Athel (non- executive). Has an indirect interest. which is to provide medical supplies for one year with ability for renewal (without preferential conditions) And licensing for the coming year. knowing that there were no transactions made for the previous year.

8- To vote on the appointment of the external auditor amongst the candidates recommended by the Audit Committee for 2019 to examine, review and audit the

financial statements for the second, third and annual financial year 2019 and the first quarter of 2020 for the company and determine their fees.

9- To vote on the recommendation of the Board of Directors to distribute cash dividends to shareholders for the year ended 31 December 2018 amounting to SR 44,850,000 (SR 1 per share) representing 10% of the nominal value of the share. The shareholders by the end of the date of the General Assembly of the Company and registered with the Company's records at the Securities Depository Center Company by the end of the second trading day following the date of the Assembly. Note that the date of distribution of dividends will be announced once this recommendation is approved by the general assembly.

10- To vote on the payment of SR 1,900,000 as remuneration for the members of the Board of Directors for the year ended 31/12/2018.

11- To vote on the amendment of the policies, criteria and procedures for nomination to the Board of Directors.

12- To vote on stopping the statutory reserve due to current balance exceeding 30% of the paid up capital in accordance with Article (129) of the companies’ regulation.

13- To vote on the discharge of the members of the Board of Directors from their performance during the financial year ended 31/12/2018.

proxy details form
E-Vote The registered shareholders in the website of the e-trading services may vote on the items of the General Assembly Meeting through electronic voting service. The electronic voting shall start from 10:00 am on Friday, 14-08-1440, corresponding to 19-04-2019G and will continue until 4 pm on the day of the Assembly. Note that registration in TADAWULATY and voting is available free of charge to all shareholders using following link: www.tadawulaty.com.sa. For inquiries, please call: 0114931881 ext. 123 and 200 during working hours or email: [email protected]
Additional Information The Ordinary General Meeting shall be valid if shareholders present at least half of the capital. If the attendance does not meet with required quorum for holding such a meeting, the second meeting shall be held one hour after the expiry of the period specified for the first meeting, the second meeting shall be valid regardless of the number of shares represented. The shareholder shall also have the right to delegate another person to attend by virtue of a written proxy, and they can not be a member of the Board of Directors or an employee of the Company. The proxy form attached shall be certified by one of the Chambers of Commerce and Industry if the shareholder is affiliated with one of them or if the shareholder is a company or an institute or has been certified by one of the licensed banks or authorized persons in the Kingdom provided that the client has an account at The bank or the authorized person who certifies or is certified by the notary public or the persons authorized to do the authentication process must provide the company with a copy of the power of proxy accompanied by a copy of the identity card and the commercial register at the following address: (Imam Ahmad bin Hanbal Street, Al Rayyan, PO Box: 29393 Riyadh 11457, or through the email: [email protected]) at least two days prior to the date of the meeting with the presentation of the original copy of the proxy to the company on the day of the AGM. Each shareholder or agent is kindly requested to bring the ID card and presence before the meeting to complete the registration process.
Attached Documents
National Medical Care Ordinary General Meeting

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