Bupa Arabia for Cooperative Insurance Co. invites its shareholders to attend the Extraordinary General Assembly Meeting
The Board of Directors of Bupa Arabia for Cooperative Insurance Company (the Company or Bupa Arabia) hereby cordially invites the shareholders to attend the Extraordinary General Assembly Meeting, the 11th General Assembly Meeting, to be held on Monday 12th Shaban 1438H, corresponding to 8th May 2017G, at 6:30 pm at Bupa Arabia's Jeddah Head Office, Prince Saud Al-Faisal Street., Al-Khalediyah District, Jeddah, as per Google Maps location https://goo.gl/maps/xhifFv2Mt832 , to consider the following agenda:
Resolution (1): To vote on the Board of Directors Report for the year ended 31/12/2016G.
Resolution (2): To vote on the Auditors Report for the year ended 31/12/2016G.
Resolution (3): To vote on the Annual Financial Statements for the year ended 31/12/2016G.
Resolution (4): To vote on the selection of the auditors from the nominees based on the Audit Committee recommendation, so that the said auditors are assigned to review the financial statements for fiscal year 2017, and quarterly reports, and determine their fees.
Resolution (5): To vote on the Ratification of the Business and Contracts for the year 2016G and where a Board member has an interest for the following year, and that they contain no preferential treatment, (as per the attachment).
Resolution (6): To vote on the dividend distribution of SR1.50 per share, totaling Saudi Riyals one hundred and twenty million (SR120,000,000), representing 15% of the paid up capital, to the shareholders owning shares as per the securities depository center shareholder registry two days after the date of the Extraordinary General Assembly Meeting, and to be distributed within 15 days of the due date as per this General Assembly Meeting approval.
Resolution (7): To vote on the Board members remuneration at SR2,900K for the year ended 31/12/2016G in accordance with Article 17 of the Company By-Laws.
Resolution (8): To vote on the absolving of the Board of Directors of their responsibility for managing the company for the year ended 31/12/2016G.
Resolution (9): To vote on the update of the Company's By-Laws (Articles of Association) in conformity with the new Companies Law, and the relevant new regulations.
Resolution (10): To vote on the Company's proposed Board Member Remuneration Policy.
Resolution (11): To vote on the Company's proposed Board Committee Member Remuneration Policy.
Resolution (12): To vote on the Company's Long-Term Incentive Plan (LTIP), and to authorise the Board of Directors to determine the terms of the plan and to authorise the execution of the LTIP shares transactions.
Resolution (13): To vote on the purchase of LTIP shares, by the Company, to a maximum value of SR11,058,750, to a maximum number of shares of 150,000, for its LTIP, for its entitled employees. The allocation will be done within a maximum period of 3 (three) months from the date of the general assembly meeting which approves the LTIP shares purchase and the purchase will be financed through Cash. To authorise the Board to finalise the share buy-back transaction, in one or several phases, and to authorise the execution of the LTIP shares transactions.
Shareholders that are interested in attending the Extraordinary General Assembly meeting are kindly requested to arrive at the meeting place before the scheduled time in order to allow some time to finalize the registration procedures, to bring their Saudi identification document (Saudi nationals) or Iqama (non-Saudi). Any shareholder of Bupa Arabia has the right to attend this General Assembly meeting, either in person or through a proxy, provided he/she is a registered shareholder as per the securities depository center shareholder registry the day before the date of the Extraordinary General Assembly Meeting, as per the rules and regulations. For those who cannot attend they have the right to assign another person (as long as not a board member and not an employee of Bupa Arabia) to attend the General Assembly on his/her behalf under a written Power of Attorney (POA) (please refer sample at the end of this communication) and which must be attested/certified by a recognized authority, such as the following:
Industrial Commercial Chambers if the shareholder is an affiliate in one of them. This is also applicable if the shareholder is a company or juristic personality.
Saudi banks provided that the assignee has an account at the ratifying bank.
Official notary office.
POAs must be submitted to the Bupa Arabia Head Office located in Prince Saud Al-Faisal Street (previously named Al-Rawdah Street) in Jeddah, P.O. Box 23807, Jeddah 21436 or it may be sent by Fax to facsimile number: +966 (0) 12 692 0525 at least two (2) days prior to the Extraordinary General Assembly meeting. On the Extraordinary General Assembly Meeting date the POAs will be presented.
Bupa Arabia would like to confirm the availability of the automatic voting of shareholders on the agenda items through the automated voting service on the Tadawulaty system provided by the Saudi Stock Exchange (Tadawul). The voting period will be five (5) days starting from 8am on Thursday 8/08/1438H, corresponding to 4/05/2017G, and ending on Monday 12/08/1438H, corresponding to 8/05/2017G, at 4pm. To note that registration and voting on the Tadawulaty system is freely available to all shareholders.
The quorum for holding the Extraordinary General Assembly meeting is 50% of the Company's capital overall, as per article 33 in the Company's By-Laws.
In the absence of a quorum required for holding the 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 if attended by shareholders representing at least 25% of the company's capital.
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.