| Introduction | The Board of Directors of Saudi Reinsurance Company “Saudi Re” (the “Company“) is pleased to invite its honorable shareholders to participate and vote in the Extraordinary General Assembly Meeting (first meeting) which will be held virtually through means of modern technology scheduled at 7 PM on Tuesday 23/06/1446H (corresponding to 24/12/2024G). |
| City and Location of the Extraordinary General Assembly’s Meeting | Kingdom of Saudi Arabia – Riyadh City – Company’s Head Office – Via Means of Modern Technology using Tadawulaty system. |
| URL for the Meeting Location | https://www.tadawulaty.com.sa |
| Date of the Extraordinary General Assembly’s Meeting | Tuesday 23/06/1446H (corresponding to 24/12/2024G). |
| Time of the Extraordinary General Assembly’s Meeting | 7 PM |
| Attendance Eligibility, Registration Eligibility, and Voting End | Shareholders who are registered in the Company’s shareholders register at the Depositary Center by the end of the trade session prior to the general assembly meeting are entitled to attend in accordance with the laws and regulations. A shareholder’s right to register its 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 quorum of the meeting of this assembly requires the attendance of a number of shareholders representing at least 50% of the Company’s capital, in accordance with the provisions of Article 33 of the Company’s bylaws. In the event that this quorum is not available at the first meeting, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting will be valid if attended by a number of shareholders representing at least 25% of the capital. |
| Meeting Agenda | 1. Vote on the recommendation of the Company’s board of directors to increase its capital by issuing 26,730,000 new ordinary shares with suspension of pre-emptive rights as follows:a. Increasing the share capital from 891,000,000 Saudi Riyals divided into 89,100,000 ordinary shares of equal value, to 1,158,300,000 Saudi Riyals divided into 115,830,000 ordinary shares of equal value with the suspension of pre-emptive rights, by way of issuing 26,730,000 new ordinary shares (representing 30% of the Company’s current capital) with a nominal value of 10 Saudi riyals per share, at an offer price of 16 Saudi Riyals per share (the “New Shares”) with a total subscription amount of 427,680,000 Saudi Riyals. The New Shares will be fully subscribed to by the Public Investment Fund (“PIF”), so that PIF’s ownership in the share capital of the Company will be 23.08% after the capital increase.b. PIF’s subscription right shall commence on the date of the extraordinary general assembly meeting that resolves to increase the capital by offering shares while suspending pre-emptive right.c. Amending Article 8 of the Company’s bylaws related to the capital increase. (attached) 2. Vote on the amendment of the article (15) of the Company’s bylaws related to the company`s management (attached). 3. Vote on the amendment of article (11) of the Company’s bylaws related to the Company’s issuance of shares. (attached) 4. Vote on the amendment of the article (18) of the Company’s bylaws related to the board of directors’ powers. (attached) 5. Vote on the amendment of the article (45) of the Company’s bylaws related to Zakat and Reserves. (attached) 6. Vote on the amendments of Company’s bylaws to comply with the new Companies Law, and rearranging the articles of the bylaws and their numbering, to align with the proposed amendments. (attached). 7. Vote on the amendment of the Corporate Governance Policy (attached). 8. Vote on Business Competition Standards (attached). 9. Vote on the appointment of Company’s auditors from among the candidates based on the recommendation of the Audit Committee, in order to examine, review and audit the financial statements for the second, third quarters and the annual financial statements for the financial year 2025G, and the first quarter of the financial year 2026G, and determine their fees (Attached). |
| The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right | Eligibility for registering the attendance of the General Assembly’s Meeting ends once the General Assembly Meeting is convened. Eligibility for voting on the agenda items of the Meeting ends once the Counting Committee concludes counting the votes. |
| Details of the electronic voting on the Assembly’s agenda | Shareholders have the right to discuss the topics listed in the agenda of the General Assembly and raise relevant questions and inquiries. Shareholders can vote remotely on the General Assembly Meeting’s agenda via (E-voting Service) of Tadawulaty, by clicking on the following link: www.tadawulaty.com.saVoting on the items of the General Assembly agenda online will start from 1:00 AM on Friday, 19/06/1446H (corresponding to 20/12/2024G), until the end of the Extraordinary General Assembly. |
| Method of Communication | For inquiries, please contact the Investors relations department on +966 11 510 2000 ext. 181You can also direct your inquiries to the email of the Investor relations Department on:Invest@saudi-re.com |
Northern Ring Rd, Al Wadi, Riyadh 13313, Saudi Arabia.
+966 11 510 2000
+966 11 510 2111
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