BUPA ARABIA FOR COOPERATIVE INSURANCE CO. ANNOUNCES THE RESULTS OF THE SHAREHOLDER EXTRAORDINARY GENERAL ASSEMBLY MEETING (FIRST MEETING)
|Introduction||Bupa Arabia for Cooperative Insurance Company announces the results of the Extraordinary General Assembly Meeting, of its shareholders, held on Thursday 22/11/2018G at 20:30 at Bupa Arabia Jeddah Head Office, Prince Saud Al Faisal Street, Al Khalediyah District, Jeddah, under the Chairmanship of the Chairman of the Board, Eng. Loay Hisham Nazer, and reached an attendance of 58.58 percent through either in person attendance, and or via proxy, and or via electronic voting 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 resolutions.
|City and Location of the Extraordinary General Meeting||at Bupa Arabia Jeddah Head Office, Prince Saud Al Faisal Street, Al Khalediyah District, Jeddah|
|Date of the Extraordinary General Meeting||2018-11-22 Corresponding to 1440-03-14|
|time of the Extraordinary General Meeting||20:30|
|Percentage of Attending Shareholders||58.58 %|
|Voting Results on the Agenda||Resolution 1: Approve the increasing of the share capital from SAR 800 Million to SAR 1,200 Million by capitalizing SAR 400 Million from the retained earnings account thereby increasing the capital by 50 percent and thereby increasing the number of shares from 80M shares to 120M shares, through offering 1 bonus share for every 2 shares owned. The objective of this recommendation based on the Boards desire to support and strengthen Bupa Arabias capital base to enable it to achieve growth in the Companys business and expand its activities over the coming years. The date of entitlement to the bonus shares will be to any shareholders owning shares as per the securities depository centre shareholder registry two days after the date of the Extraordinary General Assembly Meeting. In the event of fractions of shares resulting from the capital increase, they will be grouped into one portfolio and sold at the market price and then the proceeds of the sale of the fractional shares distributed to the entitled parties on the date of entitlement, according to their shares and on the basis of the average selling price per share, and which shall be completed within a period not exceeding 30 days from the date of distribution of the correct shares to the beneficiaries according to the regulations. |
Resolution 2: Approve the appointment of Mr. Martin Houston (Non-Executive), as board member representing the foreign shareholders, Bupa Investment Overseas Limited effective from 01/10/2018G, to complete the current board term, which ends on 30/06/2019G, as a replacement of the resigned board member, Mr. Aamer Alireza.
Resolution 3: Approve the appointment of Mr. Sulaiman Naser AlHatlan Alkahtani as a member of the Audit Committee, effective from 01/06/2018G, to complete the current office term of the Committee, which ends on 30/06/2018G
Resolution 4: Approve the changes in Article 8 of the Company's By-Laws which is the change to the Company's capital and the number of shares issued, provided Resolution 1 of this meeting has been approved.
Resolution 5: Approve the changes in Article 20 of the Company's By-Laws which is a change to align the Company's By-Laws with SAMA circular 166.
Resolution 6: Approve the changes in Article 30 of the Company's By-Laws which is a change to align the Company's By-Laws with the new Company's Law.
Resolution 7: Approve the changes in Article 43 of the Company's By-Laws which is a change to align the Company's By-Laws with the new Company's Law.
Resolution 8: Approve the changes in the Executive Committee Charter.
Resolution 9: Approve the changes in the Risk Management Committee Charter.
Resolution 10: Approve the changes in the Nomination and Remuneration Committee Charter.
Resolution 11: Approve the changes in the Investment Committee Charter.
Resolution 12: Approve the Audit Committee Charter.
Resolution 13: Approve the changes in the Board of Directors Charter.
Resolution 14: Approve the changes in the Code of Corporate Governance.
Resolution 15: Approve the ratification of the business and contracts, for the year 2018G, with My Clinic International Medical Company Limited, for providing on-site clinic services for Bupa Arabia employees on the Bupa Arabia premises, noting that Mr. Loay Nazer and Mr. Tal Nazer have/had/will have an interest as owners of My Clinic International Medical Company Limited. Noting that the value of this contract is 130 Thousand Saudi Riyals.
Resolution 16: Approve the ratification of the business and contracts, for the year 2018G, with the Saudi Ground Services, of the health insurance policy for their employees, noting that Mr. Abdulhadi Shayif has/had/will have an interest as a Board member of Saudi Ground Services. Noting that the value of the contract is 94,000 Thousand Saudi Riyals.
Resolution 17: Approve the ratification of the business and contracts, for the year 2018G, with NCB Capital, for investment services fees (Fund Management Fees, 110 Thousand Saudi Riyals - Equity DPM Management Fees, 624 Thousand Saudi Riyals - Deposits Brokerage Fees, 556 Thousand Saudi Riyals) noting that Dr. Adnan A. Soufi has/had/will have an interest, as a Board member of NCB Capital. Noting that the value in 2018 to the end of September was 1,290 Thousand Saudi Riyals.
|Additional Information||The following Bupa Arabia Board members attended the meeting: |
1. Eng. Loay Hisham Nazer: Chairman, Executive Committee Chairman
2. Mr. David Martin Fletcher: Vice-Chairman, Non-Executive.
3. Mr. Tal Hisham Nazer: Executive Board Member, Chief Executive Officer.
4. Mr. Abdulhadi Shayif: Independent Non-Executive, Risk Management Committee Chairman.
5. Dr. Adnan Abdulfattah Soufi: Independent Non-Executive, Audit Committee Chairman.
The following Bupa Arabia Board members apologized that they were not able to attend:
1. Mr. Zaid Algwaiz: Independent Non-Executive, Nomination and Remuneration Committee Chairman.
2. Mr. Simeon Preston: Non-Executive.
3. Mr. Martin Houston: Non-Executive.
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