Bupa Arabia for Cooperative Insurance Co. invites its shareholders to attend the Ordinary 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 Ordinary General Assembly Meeting, the 12th General Assembly Meeting, to be held on Thursday 12th Rabi' Awwal 1439H, corresponding to 30th November 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 update of the Board Member Remuneration Policy
Resolution (2) : To vote on the update of the Board Committee Member Remuneration Policy
Resolution (3) : To vote on the update of the Board and Board Committee Member Nomination & Appointment Policy and Procedure
Resolution (4) : To vote on the Chief Executive Team Remuneration Policy
Resolution (5) : To vote on the update of the Code of Corporate Governance, which includes the updates of:
- The Board Charter and The Schedule of Matters Reserved for the Board (SMRB)
- The Board Committee Charters: as follows (Audit Committee, Executive Committee, Investment Committee, Nomination and Remuneration Committee and Risk Management Committee)
Resolution (6) : To vote on the change of the current Board Term to conclude 30 June 2019
Shareholders that are interested in attending the Ordinary 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 centre shareholder registry date of the Ordinary 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 Ordinary General Assembly meeting. On the Ordinary 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 10am on Sunday 8/04/1439H, corresponding to 26/11/2017G, and ending on Thursday 12/04/1439H, corresponding to 30/11/2017G, at 4pm. To note that registration and voting on the Tadawulaty system is freely available to all shareholders through this link:www.tadawulaty.com.sa
The quorum for holding the Ordinary General Assembly meeting is 25% of the Company's capital overall, as per article (32) 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 regardless of the number of shares represented therein.
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.