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Bupa Arabia for Cooperative Insurance Co. invites its shareholders to attend the Extraordinary General Assembly Meeting (First Meeting)

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Introduction 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, to be held on Tuesday 12th November 2019G, at 18:30 at Bupa Arabia's Jeddah Head Office, to consider and vote on the resolutions below:
City and Location of the General Assembly's Meeting Bupa Arabia's Jeddah Head Office, Prince Saud Al-Faisal Street, Al-Khalediyah District, Jeddah
URL for the Meeting Location https://goo.gl/maps/xhifFv2Mt832
Date of the General Assembly's Meeting 2019-11-12 Corresponding to 1441-03-15
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 holding the Extraordinary General Assembly meeting is 50% of the Company's capital overall, as per Article 33 of 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.
General Assembly Meeting Agenda Resolution (1): To vote on the purchase of the LTIP shares, by the Company, in order to fulfil the current LTIP Cycle’s required shares purchase, being an approval of the purchase of LTIP shares, by the Company, to a maximum value of SR15,000,000, to a maximum number of shares of 210,000, for its LTIP scheme, for its entitled LTIP 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(s), in one or several phases, and to authorise the execution of the LTIP shares transactions, and/or the delegation of the authority to authorise the execution of the LTIP shares transactions.

Resolution (2): To vote on the update of the Audit Committee Charter (attached)

Resolution (3): To vote on the update of the Risk Management Committee Charter (attached)

Resolution (4): To vote on the ratification of the medical insurance contracts, for the year 2019G, with Gulf International Bank (GIB), being the cost of medical insurance for its employees, without any preferential treatment, noting an interest for Zaid Algwaiz as a member of the Board of Directors of Bupa Arabia and of GIB Capital. Noting that the value of the transactions, as of 31 September 2019G was 9495 thousand Saudi Riyal.

Resolution (5): To vote on the ratification of the medical insurance contracts, for the year 2019G, with Ahmed Mohammed Baeshen Co (AMB), being the cost of medical insurance for its employees, without any preferential treatment, noting an interest for Ali Sheneamer as member of the Board of Directors of AMB. Noting that the value of the transactions as of 31 September 2019 was 3012 thousand Saudi Riyal.

Resolution (6): To vote on the changes in Article 3 of the Company’s By-Laws (attached)

Resolution (7): To vote on the changes in Article 15 of the Company’s By-Laws (attached)

Proxy Form
E-Vote Bupa Arabia would like to confirm the availability of the automatic voting system for 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 three (3) days starting from 10:00 on Sunday 10/11/2019G, and ending on Tuesday 12/11/2019G, at 16:00. To note that registration and voting on the Tadawulaty system is freely available to all shareholders by using this link: www.tadawulaty.com.sa
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 Any questions or quires should be communicated to invest@bupa.com.sa or by calling the Legal Affairs & Corporate Governance at 920000456 ext 5412 during business hours.
Additional Information 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 in Jeddah, P.O. Box 23807, Jeddah 21436 or may be sent by email to invest@bupa.com.sa at least two (2) days prior to the Extraordinary General Assembly meeting. On the Extraordinary General Assembly Meeting date, the POAs will be presented.

Any 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, and to bring their Saudi identification document (Saudi nationals) or Iqama (non-Saudi).

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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