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The Mediterranean and Gulf Insurance and Reinsurance Company (MEDGULF) Board invite its shareholders to attend the Ordinary General Assembly Meeting (The first and second meeting an hour after the first meeting)
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of the Mediterranean and Gulf Cooperative Insurance and Reinsurance Company (MEDGULF) is pleased to invite its valuable shareholders to participate and vote in the Ordinary General Assembly Meeting (the first and second meeting an hour after the first meeting) to discuss the agenda, which is scheduled to be held at 18:30 on Thursday,21/12/1445, corresponding to 27/06/2024 through means of technology. |
| City and Location of the General Assembly's Meeting | Riyadh - Al-Murabba District - King Saud Street (previously Al-Ma'ather) |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-06-27 Corresponding to 1445-12-21 |
| Time of the General Assembly’s Meeting | 18:30 |
| Methodology of Convening the General Assembly’s Meeting | Via modern technology means |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. |
| Quorum for Convening the General Assembly's Meeting | According to Article (32) of the Company's bylaw, the Ordinary General Assembly meeting is valid if it is attended by shareholders representing at least a quarter of the capital, and if the mandatory quorum is not available to hold this meeting, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting is valid whatever the number of shares represented in it according to Article (32). |
| General Assembly Meeting Agenda | 1- Review the Board of Directors' report for the fiscal year ending on 31/12/2023, after discussing it. 2- Review and discuss the financial statements for the fiscal year ending on 31/12/2023, after discussing it. 3- Voting on the auditor's report for the fiscal year that ending on 31/12/2023, after discussing it. 4- Voting on the appointment of the External Auditors for the Company among the candidates based on the recommendation of the Audit Committee; This is to examine, review and audit the Company’s interim financial statements for the (second, third and fourth quarters) and the annual financial statements of the fiscal year 2024, and the first quarter of fiscal year 2025 and determining their fees. 5- Voting on acquittance of the board members for the fiscal year ending 31/12/2023. 6- Voting on the payment of SAR (1,628,000) as remuneration to the Board members for the fiscal year ending 31/12/2023. 7- Voting on the authorization of the General Assembly's to the board of directors by delegating the authorization contained in article 27, paragraph (1) of the Companies' Law, for a period of one year from the date of approval by the General Assembly or until the end of the authorized board of directors' period, whichever is earlier, in accordance with the conditions provided for in the Listed companies' implementing regulations. 8- Voting on business and contracts between the Company and The Saudi Investment Bank (SAIB), in which the Board Members Ms. Monirah AlSwaydani and Mr. Abdulrahman AlRawaf have an indirect interest. The transactions consisting of an insurance policy of SAR 4,966 thousand, claims incurred of SAR (77) thousand, and outstanding claims of SAR 1,529 thousand, that is without any preferential conditions. 9- Voting on business and contracts between the Company and Alistithmar Capital, subsidiary of SAIB - founding shareholder, in which the Board Chairman Mr. Rakan Abunayyan and the Board Members Ms. Monirah AlSwaydani and Mr. Abdulrahman AlRawaf have an indirect interest. The transactions consisted of an insurance policy of SR 11 thousand, that is without any preferential conditions. 10- Voting on business and contracts between the Company and Waseel Company - an associate, in which Mr. Umar AlMahmoud, CEO and Mr. Sohail Hayyan, CIO have an indirect interest, as they are representing Medgulf in Waseel’s Board of Directors. The transactions are related to claims management fees of SAR 7,031 thousand, that is without any preferential conditions. 11- Voting on business and contracts between the Company and Abunayyan Trading Company, in which the Board Chairman Mr. Rakan Abunayyan has an indirect interest. The transactions are related to an insurance policy of SAR 3 thousand, that is without any preferential conditions. 12- Voting on business and contracts between the Company and Saudi Tambin Co. Ltd, in which the Board Chairman Mr. Rakan Abunayyan has an indirect interest. The transactions are related to an insurance policy of SAR 31 thousand, that is without any preferential conditions. |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Every shareholder has the right to discuss the topics included in the agenda of the General Assembly meeting and ask questions. Registered Tadawulaty service users can vote electronically remotely on the General Assembly items via the following link: www.tadawulaty.com.sa |
| Details of the electronic voting on the Assembly’s agenda | Shareholders registered in the tadawulaty services can vote electronically on the assembly’s items starting at 1:00 a.m. on Sunday 17/12/1445 corresponding to 23/06/2024 until the end of the time of the assembly, and registration and voting in the tadawulaty services will be available and free for all Shareholders using the following link: www.tadawulaty.com.sa |
| Method of Communication in Case of Any Enquiries | For more information, please contact the Shareholders Relations Department by phone at the number: 0114055550 Ext (1603) during the company's official business hours, from Sunday to Thursday. Or via email to investorsrelations@medgulf.com.sa Shareholders can also participate in the deliberations of the aforementioned general assembly meeting, via link below during the meeting: https://app.jameeah.com/meetings/ |
| Additional Information | N/A |
| 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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