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Walaa Cooperative Insurance Company calls its shareholders to attend the Extraordinary General Assembly Meeting, which includes the Increasing the Company’s Capital (First Meeting) Through Modern Technology
| Element List | Explanation |
|---|---|
| Introduction | The Board of Directors of Walaa Cooperative Insurance Company is pleased to invite the Company’s shareholders to attend the Extraordinary General Meeting, which includes increasing the Company’s capital (First Meeting) at 18:30p.m., on Tuesday 26/11/2024G (corresponding to 24/05/1446H) via modern technology means provided by Tadawulaty platform. |
| City and Location of the Extraordinary General Assembly's Meeting | At Company’s Headquarter in Khobar, 14th floor of Adel Kashoggji Building, Custodian of the Two Holy Mosques Road, Al Khubar Al Janubiyah through Modern Technology. |
| Hyperlink of the Meeting Location | Click Here |
| Date of the General Assembly's Meeting | 2024-11-26 Corresponding to 1446-05-24 |
| 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 | The validity of this meeting also requires the presence of a number of shareholders representing 50% of the capital. In the event that a quorum is not reached in this meeting, a second meeting will be held one hour after the time scheduled for the first meeting. The second meeting will be valid if it is attended by a number of shareholders representing 25% of the capital. |
| Meeting Agenda | 1- To vote on the Board’s recommendation regarding the increase of the Company’s capital through rights issue, as the following: Method of increase: Issuance Number of shares offered through rights issue (42,500,000) ordinary shares at an average of (0.4997) shares per (1) owned share, with a nominal value of (10) Saudi riyals and an offering price of (11) Saudi riyals per share. Total nominal value of the increase amount: (425,000,000) Saudi riyals. Total offering value: (467,500,000) Saudi riyals. Reason for capital increase: Supporting the Company's growth and expansion plans, and enhancing the Company's solvency margin, and maintaining the Company’s credit rating. Amending article (8) of the bylaws related to the Company’s capital Eligibility date: The eligibility date for shareholders who own shares on the day of the Extraordinary General Assembly and registered in the Company’s shareholders’ register at the Depositary Center at the end of the second trading day following the date of the extraordinary general assembly. 2- Voting on amending article (3) of the bylaws related to the Purpose of the Company (attached) 3- Voting on deleting article (10) of the bylaws related to Shares Register (attached) 4- Voting on amending article (11) of the bylaws related to Share Issuance (attached) 5- Voting on adding Article (11) to the company’s bylaws, related to company's purchase of its shares (attached) 6- Voting on amending article (18) of the bylaws related to Powers of the Board (attached) 7- Voting on amending article (20) of the bylaws related to Powers, Membership and Membership Duration of the Chairman, Vice Chairman and Board Secretary (attached) 8- Voting on amending article (45) of the bylaws related to Zakat, Reserves and Profits Distribution (attached) 9- Voting on amending the Company's bylaws to comply with the new Companies Law and rearranging the articles and numbering them to be compatible with the proposed amendments (attached) 10- Voting on amending the name “Saudi Central Bank” to “Insurance Authority” in Walaa’s Bylaws (attached) 11- To amend the Corporate Governance Policy (attached) 12- To amend Audit Committee Charter (attached) 13- To amend Remuneration Policy for Board of Directors and Executive Management (attached) 14- To amend Board of Directors Membership Appointment Policy & Procedures (attached) 15- Voting of the Board resolution to appoint Mr. Ahmed Ali Al-Quraishi as a “Independent Director” in the Board starting from 25 July 2024, to complete the current board term (expiring on 25 May 2025) instead of the previous board member Mr. Abdulaziz Saud Alshabeebi. (CV attached). |
| Proxy Form |  |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | The shareholder has the right to discuss the topics included in the assembly’s agenda and ask questions, 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 General Assembly agenda online will be start from 1:00 am, 22/11/2024 G (Corresponding to 20/05/1446 H), until the end of the Extraordinary General Assembly. |
| Details of the electronic voting on the Assembly’s agenda | Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. |
| Method of Communication in Case of Any Enquiries | Any questions or quires should be communicated to Walaa’s Investor Relations Unit - Compliance Department by calling at 0138299405 or by Email to: investors@walaa.com |
| 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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