Walaa Cooperative Insurance Company invites its shareholders to attend the Extraordinary General Assembly Meeting which includes the Increase in the Share Capital of the Company (First Meeting)
The Board of Directors at Walaa Cooperative Insurance Company (“Walaa Insurance Company”) is pleased to invite the Company’s shareholders to attend the Extraordinary General Meeting –First Meeting– ("EGM") which includes the increase and will be held by attending and online through the modern technology, God willing, at 19:00 p.m. On Thursday 15/09/2022G Corresponding 19/02/1444 H
Algosaibi Hotel ,Hamad Alqosaibi St., Al Khobar City and through modern technology
Location
https://bit.ly/3QVltI7
Through modern technology
19/02/1444H (Corresponding to 15/09/2022G)
19:00
As per the rules and regulations, any shareholder registered in the Company’s share registry at the Depository Center (Edaa) as of the end of trading on the EGM day, has the right to attend the EGM.
The EGM will be valid only if attended by shareholders representing at least half (50%) of the Share Capital. In case of non-completion of the Quorum at this meeting, a second meeting will be held within one hour of the scheduled time for the first meeting, and this meeting will be valid if attended by shareholders representing at least one quarter (25%) of the Share Capital.
1. Voting on the merging of SABB Takaful Company into Walaa in accordance with the provisions of Articles (191), (192) and (193) of the Companies Law. by issuing (0.6005476176470590) new shares in Walaa against each share in SABB Takaful (“Merger Transaction”), in accordance with the terms and conditions of the merger agreement signed between both companies on 23/07/1443H (Corresponding to 24/02/2022G) (“Merger Agreement"), including voting on the following matters related to the Merger Transaction:
a. Vote on the terms of the Merger Agreement.
b. Vote on the capital increase of Walaa from six hundred and forty-six million, three hundred and ninety-seven thousand and sixty Saudi Riyals (SAR 646,397,060) to eight hundred and fifty million, five hundred and eighty-three thousand, two hundred and fifty Saudi Riyals (SAR 850,583,250), in accordance with the terms and conditions of the Merger Agreement.
c. Vote on amending Article 8 “Share Capital” in Walaa’s Bylaws. The amendment is subject to the approval of the Merger Transaction. (Attached)
d. Vote on the authorization of Walaa’s board of directors, or any person authorized by the board of directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.
2. Vote on amending the name “Saudi Arabian Monetary Authority “ to “ Saudi Central Bank” in Walaa’s Bylaws (attached).
The shareholders who are registered in Tadawulaty can remotely vote on the General Assembly Meeting’s agenda items through the following link: (www.tadawulaty.com.sa).
Voting on the items of the EGM agenda online will be start from 01:00 AM on Monday 16/02/1444H (corresponding to 12/09/2022G ), until the end of the EGM.
According to Article 191 (4) of the Companies Law and Article 3 (n) of the Merger and Acquisition Regulations, a shareholder that holds shares in both Walaa and SABB Takaful Company is only entitled to vote on resolutions relating to the Merger Transaction in the EGM of one of the companies. If a shareholder votes on the resolutions related to the Merger Transaction in the EGM of both Walaa and SABB Takaful Company, then his vote will only be counted in one of the EGMs.
For Inquiries, please contact Compliance Unit through Phone Number: 0138299405 or Fax: 0138652255 or send an E-mail to: investors@walaa.com
