The Board of Directors of Bupa Arabia for Cooperative Insurance Company (the Company or Bupa Arabia) hereby cordially invites the shareholders who own twenty (20) or more shares in the Company to attend the seventh Ordinary General Assembly Meeting to be held on Thursday Sha'baan 1435H, corresponding to 5th June 2014G, at 4:00 pm at Bupa Arabia's Jeddah offices, Al-Rawdah Street, Al-Khalediyah District, Jeddah, to consider the following agenda:
Resolution (1): Approve the Board of Directors Report for the year ended 31/12/2013 G (12 Months).
Resolution (2): Approve the Annual Financial Statements and the Auditors Report for the year ended 31/12/2013G (12 Months).
Resolution (3): Approve the recommendation of the Board of Directors for the selection and appointment of the external auditors to audit the Company's accounts and to determine the audit fees for the year ending 31/12/2014G, based on the Audit Committee's reccomendation to the Board of Directors.
Resolution (4): Approve the election of a new Board of Directors, from the nominees, for the new term period of three years, which will commence on the day of the General Assembly meeting.The approval will be based on a vote for each share (normal voting).
Resolution (5): Clearance authorisation for the duties that the Board has been performing during the period from the end of the previous term to the day of the General Assembly meeting
Resolution (6): The Ratification of Business and Contracts where a Board member has a direct or an indirect interest during the year 2013 and 2014, as per the attached document
Resolution (7): Approve the recommendation of the Board of Directors to pay a dividend, for the year ending 31/12/2013G, of SR0.50 per share totaling SR twenty million (SR 20,000,000), representing 5% of the paid up capital, to shareholders registered at the date of the ordinary General Assembly Meeting on Thursday 7 SHa,baan 1435H, corresponding to 5th June 2014G. The date of the cash dividend payment will be confirmed at the ordinary General Assembly Meeting. This proposed cash dividend payment represents 5% of the nominal value of each share.
Resolution (8): Approve the recommendation of the Board of Directors to set the specific and explicit policies, standards and procedures as required by Article 10 e listed in the Corporate Governance regulations as issued by the Capital Market Authority (CMA) Board.
Resolution (9): Approve SR591k as the remuneration for the members of the Board of Directors for the year ended 31/12/2013G (12 Months) in accordance with article 17 of the company by-laws.
Resolution (10): Absolve the Board of Directors of their responsibility for managing the company for the year ended 31/12/2013G (12 Months).
Shareholders that are interested in attending the assembly meeting need to record their names in the attendance registration list at least half an hour prior to the start of the assembly meeting. Those who cannot attend have the right to empower another shareholder, as long as that shareholder is not a board member or a Bupa Arabia employee, and provided they supply identification, verified by an official party. All verifications must be submitted at least three (3) days prior to the assembly meeting. The ordinary general assembly meeting requires the presence of shareholders with ownership of at least 50% of the Company's capital overal as per article 32 iin the Company's by-laws.