Al Alamiya for Cooperative Insurance Company is pleased to invite its valued shareholders to attend the Ordinary General Assembly meeting (First meeting) (Reminder Announcement)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al Alamiya for Cooperative Insurance Company is pleased to invite its valued shareholders to attend the meeting of the Ordinary General Assembly (first meeting) |
| City and Location of the General Meeting | At Hyatt Place Riyadh |
| Hyperlink of the meeting location | https://goo.gl/maps/7XJ7uwKpWw42 |
| Date of the General Meeting | 2019-06-19 Corresponding to 1440-10-16 |
| Time of the General Meeting | 18:30 |
| shareholding Eligibility to attend general assembly meeting | All shareholders registered in the shareholders register in the Securities Depositary Center at the close of trading preceding the General Assembly Meeting, and as per the Laws and Regulations, have the right to attend the general assembly meeting |
| Quorum as percentage of shareholding | The quorum for General Assembly is 50% of the Company paid-up capital, however in the absence of a quorum required for holding the AGM meeting, a second meeting can be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented therein. |
| General Meeting Agenda | 1. Vote on the Board of Directors Report for the year ended 31/12/2018G.
2. Vote on the External Auditors Report on the Financial Statements for the year ended 31/12/2018G. 3. Vote on the audited financial statements for the year ended 31/12/2018G. 4. Vote on the appointment of the external auditors recommended by the Audit Committee to audit the Company’s annual financial statements for 2019 and the review of 4 quarterly financial statements (quarter 2, quarter 3, quarter 4 of 2019 and the 1st quarter of 2020) financial statements and their remuneration. 5. Vote on the transactions and contracts with the Managing Director and Chief Executive Officer Mr. Khalid Allagany and renew it for further year which consist of motor insurance contracts for his vehicles as per the company approved insurance policies and as per market terms in addition to the discounts provided to the company employees as per company’s policy and authorize them for the next year. The value of this transaction in 2018 amounts to SR 12,097. (Attached) 6. Vote on the transactions and contracts with Riyad Bank and authorize them for the next year. The Board Members Mr. Mohammed Al Shakwan and Mr. Khalid Hariry have an indirect interest as they are representatives of Riyad Bank at the Board of the Company. These transactions are as follows: Motor insurance contracts on the motor leasing scheme of the bank as per the company approved insurance policies and as per market terms. The total value of this transaction during 2018G amounts to SR 46,193,849. (Attached) 7. Vote on the transactions and contracts with Riyad Bank and authorize them for the next year. The Board Members Mr. Mohammed Al Shakwan and Mr. Khalid Hariry have an indirect interest as they are representatives of Riyad Bank at the Board of the Company. These transactions are as follows: General Accident (Bankers Blanket Bank) Insurance contract as per the company approved insurance policies and as per market terms. The total value of this transaction during 2018G amounts to SR 4,173,794 (Attached) 8. Vote on the transactions and contracts with Riyad Company for Insurance Agency owned by Riyad bank and renew it for a further year which consist of insurance contracts issued to the customers of Riyad Company for Insurance Agency as per the agency contract signed on 29/03/2013Gas per the company approved insurance policies and as per market terms and authorize them for the next year. The Board Member Mr. Mohammed Al Shakwan has an indirect interest as a representative of Riyad Bank on the Board of the company. The Board Member Mr. Khalid Hariry has an indirect interest as the representative of Riyad Bank on the Board of the company and Member of the Administration Committee of the Agency. The total Gross Written Premium value of these transactions during 2018G amounts to SR 30,741,314 and a total commission of SR 3,773,020 has been earned by the Agency. (Attached) 9. Vote on the transactions and contracts and renew it for further year with RSA Insurance Group plc. The Board Members Mr. Lloyd East, Mr. Mathew Hottson, Mr. Christopher Dooley and Mr. Khalid Allagany have an indirect interest as they are representatives of Royal and Sun Alliance Insurance (Middle East) BSC (c) Bahrain (a subsidiary RSA Insurance Group plc) at the Board of the Company, as per market terms and authorize them for the next year. These transactions are as follows: Reinsurance arrangements through re-insurance treaties. The total value of these transactions during 2018G amounts to SR 20,646,261 which represent reinsurance premium further to which the company has registered a reinsurance commission income amounting to SR 6,229,897 during the same period. (Attached) 10. Vote on the transactions and contracts and renew it for further year with RSA Insurance Group plc. The Board Members Mr. Lloyd East, Mr. Mathew Hottson, Mr. Christopher Dooley and Mr. Khalid Allagany have an indirect interest as they are representatives of Royal and Sun Alliance Insurance (Middle East) BSC (c) Bahrain (a subsidiary RSA Insurance Group plc) at the Board of the Company, as per market terms and authorize them for the next year. These transactions are as follows: Technical services provided to the company as per the technical services agreement renewed on 21/09/2014G for 5 years. The total value of these services during 2018G amounts to SR 6,478,720 (Attached) 11. Vote on the transactions and contracts and renew it for further year with RSA Insurance Group plc. The Board Members Mr. Lloyd East, Mr. Mathew Hottson, Mr. Christopher Dooley and Mr. Khalid Allagany have an indirect interest as they are representatives of Royal and Sun Alliance Insurance (Middle East) BSC (c) Bahrain (a subsidiary RSA Insurance Group plc) at the Board of the Company, as per market terms and authorize them for the next year. These transactions are as follows: The branding fees of RSA group as per the Intellectual Property Agreement renewed on 11/03/2014G with unlimited period and linked to the shareholding of RSA Group in Al Alamiya. The total value of the transaction during 2018G amounts to SR 30,100 (Attached) 12. Vote on the appointment of Mr. Mohammed Ali Al Shakwan as a non-executive Member of the Board of Directors representing Riyad Bank starting from 11/07/1440H corresponding to 18/03/2019G replacing Mr. Tareq Abdullah Alghaziri who resigned on 07/05/1440H corresponding to 13/01/2019G. 13. Vote on the updates to the Board and Committees Members Remuneration Policy. 14. Vote on the discharge the Directors from their liabilities for the financial period ended on 31/12/2018G. 15. Approval of the Board of Directors recommendation to not distribute dividends for the year ended 31/12/2018G. 16. Vote on a total amount of SR 521,918 for the remuneration of the Members of the Board of Directors on the year ended 31/12/2018G. |
| proxy details form |  |
| E-Vote | The shareholders registered in Tadawulaty will have the possibility to vote on all the agenda items by using the following link: http://tadawulaty.tadawul.com.sa . The registration and vote through Tadawulaty is available to all the shareholders for duration of 4 days before the meeting starting from Sunday 16/06/2019G at 10 AM till 4 PM on the day of the General Assembly meeting. |
| Additional Information | For inquiry, please contact the shareholders' department on mobile number 00966555844159 or phone 00966114651520 Ext. 208 or Email [email protected]
Note: The shareholders attending the meeting are required to provide an identification document along with the commercial registration and proxy (please refer to the attached proxy template). The copy of the proxy shall be sent to the Company two days minimum before the General Assembly Meeting to PO Box 6393 Riyadh 11442 or fax 011-4645457. For further information you may contact us on 011-4651520 and bring the original copy of the proxy. |
| Attached Documents | |
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