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Al Alamiya for Cooperative Insurance Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Ordinary General Assembly Meeting (Reminder Announcement)

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Introduction The Board of Directors of Al Alamiya for Cooperative Insurance Co is pleased to invite its shareholders to attend its ordinary general assembly meeting (first meeting) via modern technology means through Tadawulaty system. This is pursuant to the circular issued by the Board of the Capital Market Authority (CMA) dated 21/7/1441 H (corresponding to 16 March 2020G) regarding the suspension of conducting general assembly meetings by physical attendance until further notice, and to conduct such meetings remotely through modern technology means and in line with the precautionary measures initiated by the relevant authorities to limit the spread of the emerging Corona Virus (COVID-19).
City and Location of the General Assembly's Meeting Al Alamiya Headquarters in Riyadh
URL for the Meeting Location https://goo.gl/maps/xJoqvY8cg2GxPKXh6
Date of the General Assembly's Meeting 2020-06-08 Corresponding to 1441-10-16
Time of the General Assembly's Meeting 18:30
Attendance Eligibility Shareholders Registered in the Issuer’s Shareholders Registry in the Depository Centre At the End of the Trading Session Preceding the General Assembly’s Meeting as per Laws and Regulations
Quorum for Convening the General Assembly's Meeting 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 Assembly Meeting Agenda 1. Vote on the Board of Directors Report for the year ended 31/12/2019G.

2. Vote on the External Auditors Report on the Financial Statements for the year ended 31/12/2019G.

3. Vote on the financial statements for the year ended 31/12/2019G.

4. Vote on the appointment of the external auditors recommended by the Audit Committee to audit the Company’s annual financial statements for 2020 and the review quarterly financial statements (quarter 2, quarter 3, quarter 4 and annual) of 2020 and the 1st quarter of 2021) financial statements and their remuneration.

5. Vote on the appointment of Mr. Abdulaziz Yousef Bin Yousef as a non-executive Member of the Board of Directors starting from the date of his appointment on 12/09/1441H corresponding to 05/05/2020G to complete the board session till the end of the current board period ending on 09/10/2021G, replacing Mr. Mohammed Ali Al Shakwan non-executive Member. (Attached CV)

6. Vote on the appointment of Mr. Martin Rueegg as a non-executive Member of the Board of Directors starting from the date of his appointment on 16/02/1441H corresponding to 15/10/2019G to complete the board session till the end of the current board period ending on 09/10/2021G, replacing Mr. Lloyd East non-executive Member. (Attached CV).

7. Vote on the appointment of Mr. Jonathan Cope as a non-executive Member of the Board of Directors, starting from the date of his appointment on 27/11/1440H corresponding to 30/07/2019G to complete the board session till the end of the current board period ending on replacing Mr. Matthew Hotson non-executive Member. (Attached CV).

8. 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. The value of this transaction in 2019 amounts to SR 14,218. (Attached)

9. Vote on the transactions and contracts with Riyad Bank. The Board Members Mr. Abdulaziz Yousef Bin Yousef and Mr. Khalid Hariry have an indirect interest. These transactions are Insurance contracts as per the company approved insurance policies and as per market terms. The total value of this transaction during 2019G amounts to SR 41,460,369.04 (Attached)

10. Vote on the transactions and contracts with Riyad Company for Insurance Agency owned by Riyad bank, The Board Member Mr. Abdulaziz Yousef Bin Yousef Mr. Khalid Hariry have an indirect interest. These transactions are Insurance contracts as per the company approved insurance policies and as per market terms. The total value of this transaction during 2019G amounts to SR 43,799,063. (Attached)

11. Vote on the transactions and contracts with Royal and Sun Alliance Insurance (Middle East). The Board Members Mr. Martin Rueegg, Mr. Jonathan Cope, Mr. Christopher Philip Dooley and Mr. Khalid Jaafar Mostafa Allagany have an indirect interest. These transactions are as follows: Reinsurance arrangements through re-insurance treaties as per market terms the total value of these transactions during 2019G amounts to SR 27,688,166 for one year. (Attached).

12. Vote on the transactions and contracts with Royal and Sun Alliance Insurance (Middle East). The Board Members Mr. Martin Rueegg, Mr. Jonathan Cope, Mr. Christopher Philip Dooley and Mr. Khalid Jaafar Mostafa Allagany have an indirect interest. These transactions are as follows: Technical services provided to the company from Royal and Sun Alliance Insurance as per market terms. The total value of these services during 2019G amounts to SR 7,751,140 for one year. (Attached).

13. Vote on the transactions and contracts with Royal and Sun Alliance Insurance (Middle East). The Board Members Mr. Martin Rueegg, Mr. Jonathan Cope, Mr. Christopher Philip Dooley and Mr. Khalid Jaafar Mostafa Allagany have an indirect interest. These transactions are as follows: The branding fees of RSA group as per market terms. The total value of the transaction during 2019G amounts to SR 30,100 for one year. (Attached)

14. Vote on the discharge the Directors from their liabilities for the financial period ended on 31/12/2019G.

15. Vote on the Board of Directors recommendation to not distribute dividends for the year ended 31/12/2019G.

16. Vote on a total amount of SR 865,500 for the remuneration of the Members of the Board of Directors on the year ended 31/12/2019G.

Proxy Form
E-Vote Shareholders who are registered in the Tadawulaty system may vote electronically on the general assembly meeting’s agenda through Tadawulaty’s website https://www.tadawulaty.com.sa. Voting and registration in the Tadawulaty system are provided free of charge to all shareholders. Electronic voting will start at 10:00 AM, on Thursday 04/06/2020G, and will continue until the general assembly meeting is concluded.
Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes
Method of Communication For inquiry, please contact the shareholders' department on mobile number 00966555844159 or phone 00966114651520 Ext. 208 or Email bader.alenazi@sa.rsagroup.com
Attached Documents

The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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