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The United Cooperative Assurance Company invites its Shareholders to attend the Extraordinary General Assembly Meeting which includes the increase of the Company's Share Capital (First Meeting) by attending and online through modern technology channels
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the United Cooperative Assurance Company is pleased to invite its esteemed shareholders to participate and vote in the Extraordinary General Assembly Meeting which includes the increase of the Company's share capital (First meeting, and second meeting one hour after the first meeting), by attending and online through modern technology channels which will be held on Tuesday 21 Jumada Alawal 1445H corresponding to 05 December 2023 at [19:00] PM. |
| City and Location of the Extraordinary General Assembly's Meeting | At the Company’s Head Office in Riyadh – Bin Saeedan Tower – King Fahad Road By means of Modern Technology. |
| URL for the Meeting Location | https://login.tadawulaty.com.sa/ir/user/login.xhtml?lang=ar |
| Date of the Extraordinary General Assembly's Meeting | 2023-12-05 Corresponding to 1445-05-21 |
| Time of the Extraordinary General Assembly's Meeting | 19:00 |
| Attendance Eligibility | Shareholders Registered in the Company’s Shareholders Registry in the Depository Center 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 | According to Article (33) of the Company's bylaws, the Extraordinary General Assembly meeting will be valid if attended by shareholders representing at least half of the capital, and if the required quorum for holding this meeting is not met, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by shareholders representing at least a quarter of the capital |
| Meeting Agenda | (1) To vote on merging Saudi Enaya Cooperative Insurance Company (“Enaya Company”) into United Cooperative Assurance Company (“Cooperative Assurance Company” or the “Company”) and transferring all the assets and liabilities of Enaya Company to Cooperative Assurance Company through a securities exchange offer, through the issuance of nineteen million two hundred and sixty thousand one hundred and sixty-seven (19,260,167) new, fully paid-up ordinary shares representing 48.15% of the current capital of Cooperative Assurance Company for the benefit of the shareholders of Enaya Company in return for merging Enaya Company into Cooperative Assurance Company with a nominal value of ten (10) Saudi riyals, and 0.8373985652173910 shares will be issued in Cooperative Assurance Company for every single share owned in Enaya Company. According to the provisions of the merger agreement with Enaya Company (the “Merger”) on 11/11/1444H (corresponding to 31/05/2023G), and amended on 13/01/1445H (corresponding to 31/07/2023G). Including voting on the following matters relating to the Merger: a- Increase the capital of United Cooperative Assurance Company from four hundred million (400,000,000) Saudi riyals to five hundred and ninety-two million six hundred and one thousand six hundred and seventy (592,601,670) Saudi riyals, in accordance with the terms and conditions of the Merger agreement and in compliance with the new companies’ law. b- Amending Article (8) of the Company's bylaws related to the share capital (attached). c- Authorizing the Board of Directors of United Cooperative Assurance Company or any person authorized by the Board of Directors of the United Cooperative Assurance Company to issue any decision or take any action that may be necessary to implement any of the aforementioned decisions related to the Merger. (2) To vote on amending the company's bylaws to comply with the new companies' law, and to reorder the articles of the company's bylaws renumbering to be aligned with the proposed amendments if approved. (attached) |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any) | Shareholders are entitled to discuss the topics of the General Assembly’s agenda and ask questions. All shareholders registered in Tadawulaty will be able to remotely vote on the items of the Extraordinary General Assembly Meeting starting from 01:00 AM on Friday, 17 Jumada Alawal 1445H corresponding to 01 December 2023, until the end of the General assembly meeting. The company urges its shareholders to register in Tadawulaty portal, noting that registuration and voting in Tadawulaty services are availivlbe for free to all shareholders using the following link : http://www.tadawulaty.com.sa |
| Eligibility for Attendance Registration and Voting | Eligibility for Attendance Registering of the General Assembly’s Meeting Ends upon the Convening of the General Assembly’s Meeting. Eligibility for Voting on the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. According to Article 3 (n) of the Merger and Acquisition Regulations, a shareholder who holds shares in both the United Cooperative Assurance Company and Saudi Enaya Cooperative Insurance Co is not entitled to vote on resolutions relating to the Merger except in the EOGM of one of the companies, and in the event a shareholder votes in both EOGM, then his vote will only be counted in one of them. |
| Method of Communication | Shareholder questions and inquires on the general assembly items will be received starting from Friday 17 Jumada Alawal 1445H corresponding to 01 December 2023 till the end time of the general assembly via the Email: Shareholder.affairs@uca.com.sa |
| Additional Information | To review a copy of the shareholders circular, please click on the link below: https://uca.com.sa/wp-content/uploads/2023/11/uca-shareholder-circular-en.pdf |
| Attached Documents | |
The Capital Market Authority and Saudi 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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