Al Sagr Cooperative Insurance Co. Announces the Results of the Extraordinary General Assembly Meeting, ( Second Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Al Sagr Cooperative Insurance Company (the “Company”) is pleased to announce the results of the Extraordinary General Assembly meeting (the “Second Meeting”) that was held at 8:00 in the evening of Wednesday on 14/02/1445H (corresponding to 30/08/2023G), after achieving the legal quorum for the convening of the General Assembly meeting according to the Company’s Bylaws. |
| City and Location of the General Assembly's Meeting | The Meeting was held in person and remotely through modern technology and using the Tadawulaty platform. |
| Date of the General Assembly's Meeting | 2023-08-30 Corresponding to 1445-02-14 |
| Time of the General Assembly's Meeting | 20:00 |
| Percentage of Attending Shareholders | 46.93% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The meeting of the General Assembly was attended by the following members of the Board of Directors via means of modern technology:
1. Mr. Majid bin Abdullah Al-Sari - Chairman of the Board of Directors and Chairman of the Executive Committee. 2. Mr. Abdul Mohsen bin Nafez bin Jaber - Vice Chairman of the Board of Directors. 3. Mr. Sultan bin Abdulaziz Al-Suwaidi - Member of the Board of Directors and Chairman of the Nominations and Remunerations Committee. 4. Dr. Yasser Mohammed Al-Harbi - Managing Director 5. Mr. Abdullah Suleiman Al Hindi - Member of the Board of Directors and Chairman of the Risk Committee. 6. Eng. Saud Saleh Al-Arifi - Member of the Board of Directors The following members of the Board of Directors were absent from attending the General Assembly meeting: 1. Mr. Abdullah bin Juma Al-Sari - Member of the Board of Directors. 2. Dr. Muhammad Abdul Rahman Al-Jibreen - Member of the Board of Directors and Chairman of the Audit Committee 3. Mr. Fahad Talal Kurdi - Member of the Board of Directors and Chairman of the Investment Committee. |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf | 1. Mr. Majid bin Abdullah Al-Sari - Chairman of the Board of Directors and Chairman of the Executive Committee
2. Mr. Sultan bin Abdulaziz Al-Suwaidi - Member of the Board of Directors and Chairman of the Nominations and Remunerations Committee. 3. Mr. Abdullah Suleiman Al Hindi - Member of the Board of Directors and Chairman of the Risk Committee. |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | Item 1: Disapproval on the proposal submitted by the Gulf Union National Cooperative Insurance Company (“Gulf Union”) to merge Al Sagr Cooperative Insurance Company (“Al Sagr”) into Gulf Union in accordance with the provisions of Articles (225), (227), (228) and (229) of the Companies Law, through the issuance of 16,124,317 new shares in Gulf Union in exchange for shares of the capital of Al Sagr, and the termination of Al Sagr as a result, in accordance with the relevant statutory requirements and the terms and conditions of the merger agreement and its amendments concluded between Gulf Union and Al Sagr on 30/08/1444H (corresponding to 22/03/2023G) and amended on 01/01/1445H (corresponding to 18/07/2023G) (the “Merger Agreement”), including the following matters related to the merger deal:
• the provisions of the Merger Agreement and its amendments concluded between Al Sagr and Gulf Union on 30/08/1444H (corresponding to 22/03/2023G), and amended on 01/01/1445H (corresponding to 18/07/2023G). • authorizing the 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 above-mentioned decisions. |
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