SABB Takaful Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting, to be held physically (in person) and via modern technology means.
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of SABB Takaful Co. (“SABB Takaful” or the “Company”) is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First Meeting), that will be held on Thursday, 19/02/1444H (Corresponding to 15/09/2022G), at 07:00 P.M., physically (in person) and via modern technology means. |
| City and Location of the General Assembly's Meeting | Intercontinental Hotel king Saud road AlMutamarat , in addition the meeting will be available virtual through modern technology for shareholders who would like to attend remotely. |
| URL for the Meeting Location | https://goo.gl/maps/3qzmgadTso5DAiVL8 |
| Date of the General Assembly's Meeting | 2022-09-15 Corresponding to 1444-02-19 |
| Time of the General Assembly's Meeting | 07:00 |
| Attendance Eligibility | Any shareholder registered in the Company’s share registry at the Depository Center as of the end of trading prior to the day of the Extraordinary General Assembly meeting, has the right to attend the Extraordinary General Assembly meeting as per the relevant rules and regulations. |
| Quorum for Convening the General Assembly's Meeting | The first meeting of the Extraordinary General Assembly will be lawfully held if attended by shareholders representing at least 65% of the share capital. If a quorum is not present upon a first meeting, a second meeting will be held an hour after the time of the initial meeting and the said meeting will be lawfully held if attended by shareholders representing at least 25% of the share capital. |
| General Assembly Meeting Agenda | 1. Voting on disbursement of one million and five hundred thousand Saudi Riyals ( SAR 1,500,000) as remuneration to the Board members for the fiscal year ended on December 31, 2021.
2. Voting on the offer submitted by Walaa Cooperative Insurance Company (“Walaa”) to merge SABB Takaful into Walaa Cooperative Insurance Company in accordance with the provisions of Articles (190) to (193) of the Companies Law issued by Royal Decree No. (M/3) dated 28/1 /1437H (corresponding to November 10, 2015G) and its amendments (the “Regulation”), by issuing (twenty million four hundred and eighteen thousand six hundred and nineteen) (20,418,619) new shares in a Walaa Company in return for the entire share of SABB Takaful capital, and the dissolution of SABB Takaful as a result, in accordance with the relevant statutory requirements and terms and conditions of the merger agreement concluded between Walaa and SABB Takaful Company on 23/07/1443H (corresponding to 24/02/2022G) (the “Merger Agreement”) Also approving the following matters relating to Merger Agreement: a. Vote on the provisions of the merger agreement concluded between SABB Takaful and Walaa Company on 23/07/1443 AH (corresponding to 24/02/2022 AD). b. Vote on the authorization Board of Directors, or any person authorized by the Board of Directors, to issue any decision or take any action that may be necessary to implement any of the decisions mentioned above. |
| Proxy Form |  |
| E-Vote | The shareholders who are registered in Tadawulaty can remotely vote on the Extraordinary General Assembly Meeting’s agenda items will start at 01:00 AM on Monday, 16/02/1444H (Corresponding to 12/09/2022G) and continue until the end of the Extraordinary General Assembly Meeting’s.
Please note that registration in Tadawulaty service and voting is provided free of charge for all shareholders through the following link: (www.tadawulaty.com.sa). |
| Eligibility for Attendance Registration and Voting | Eligibility for Attendance Registration 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 | Please refer any enquiries to SABB Takaful’s Corporate Governance Department during working hours via Phone number: +966 11 2991532 or by sending an E-mail to: (corporate.governance@sabbtakaful.com). |
| Additional Information | According to Article 191 (4) of the Companies Law and Article 3 of the Merger and Acquisition Regulations, a shareholder that holds shares in both SABB Takaful and Walaa is only entitled to vote on resolutions relating to the Merger Transaction in the EGM of one of the companies. If a shareholder votes on the resolutions related to the Merger Transaction in the EGM of both SABB Takaful and Walaa, 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 Transaction conditions, noting that the Merger Transaction is also subject to other conditions. The Merger Transaction will be become effective after satisfying all of the Merger Transaction conditions. |
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