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Bupa Arabia for Cooperative Insurance Co. announces the results of shareholder Extraordinary General Assembly Meeting (First Meeting)

Bupa Arabia for Cooperative Insurance Company announces the results of the Eleventh General Assembly meeting of its shareholders, the Extraordinary General Assembly Meeting 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, under the Chairmanship of Chairman of the Board Eng. Loay Hisham Nazer and reached an attendance of (53.58%) of the total shares of the Company's 80 million shares pursuant to the relevant Saudi regulations and to the relevant articles of the Company's By-Laws.

The agenda was thoroughly discussed and the results were a unanimous approval of the following resolutions:

- Resolution (1): Approval of the Board of Directors Report for the year ended 31/12/2016G.
- Resolution (2): Approval of the Auditors Report for the year ended 31/12/2016G.
- Resolution (3): Approval of the Annual Financial Statements for the year ended 31/12/2016G.
- Resolution (4): Approval of the selection and appointment of Ernst & Young and KPMG Al-Fozan & Partners, to audit the company's accounts and review the financial statements for the fiscal year 2017, including the quarterly interim results, and for the Company to set the external auditors fees, based on the Audit Committee's recommendation.
- Resolution (5): Approval of 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.
- Resolution (6): Approval of 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): Approval of 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): Approval of the absolving of the Board of Directors of their responsibility for managing the company for the year ended 31/12/2016G.
- Resolution (9): Approval of 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): Approval of the Company's proposed Board Member Remuneration Policy.
- Resolution (11): Approval of the Company's proposed Board Committee Member Remuneration Policy.
- Resolution (12): Approval of 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): Approval of 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.

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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