Wataniya Insurance Company invites its shareholders to attend the Ordinary General Assembly Meeting (first meeting)

The Board of Directors of (Wataniya Insurance Company) is pleased to invite the shareholders to participate and vote in the (extraordinary) General Assembly meeting (first meeting), which is scheduled to be held, Allah Almighty willing, at 6:30 pm on Sunday, 29 Shaaban 1442 AH, corresponding to April 11, 2021 AD, which shall be held virtually, at the company’s main headquarters - Al-Juffali Building - Madinah Road - in Jeddah. www.tadawulaty.com.sa to ensure the safety of shareholders and to support the preventive and precautionary efforts and measures by the relevant and competent health authorities addressing the emerging Coronavirus (COVID-19), and as an extension of the continuing efforts made by all government entities in the Kingdom of Saudi Arabia in taking Preventive measures necessary to prevent its spread, to discuss the following agenda:

1. Vote on the Board of Directors’ report for the financial year ending on December 31, 2020.

2. Vote on the auditors’ report for the fiscal year ending on December 31, 2020.

3. Vote on the company’s financial statements for the fiscal year ending on December 31, 2020.

4. Vote on appointing auditors from among the candidates, based on the recommendation of the Audit Committee, to examine, review, and audit the financial statements for the first, second, third, and annual quarters for the fiscal year 2021 and the first quarter of the year 2022 and determine their fees.

5. Voting on the Council’s decision to appoint Mr. Taher bin Muhammad Al-Dabbagh as a non-executive member of the Board of Directors, starting from the date of his appointment on 11/05/2020 AD to complete the Council’s session until the end of the current session on 04/25/2022 AD, succeeding the previous member, Mr. Hossam. Al Khayal - Non-Executive Member. (CV attached)

6. Voting on the business and contracts to be concluded between the company and Ibrahim Al-Juffali & Brothers Company, in which the members of the Board of Directors, Messrs. Amin Al-Afifi and Faisal Sharara, have a direct interest in them, as they are members of the Board of Directors of both companies. It is a renewal of the lease contract for the main center, noting that the value of the transactions that took place in 2020 was 3,846 thousand riyals, and there are no preferential terms in these contracts. (attached)

7. Voting on the business and contracts that will be concluded between the company and Sunak Insurance Company, in which the members of the Board of Directors, Messrs. Amin Al-Afifi and Faisal Sharar, have a direct interest in them, as they are members of the Board of Directors of the two companies, which is the renewal of the voluntary reinsurance agreement, noting that the value of the transactions that took place for the year in 2020, the amount was 1,801 thousand riyals. There are no preferential terms in these contracts. (attached)

8. Voting on the business and contracts that will be concluded between the company and the Saudi Cement Company, in which the member of the Board of Directors, Mr. Amin Al-Afifi, has a direct interest, as he is a member of the Board of Directors of both companies, which are insurance renewal premiums, noting that the value of the transactions that took place for the year 2020 was for 4,038 One thousand riyals. There are no preferential terms in these contracts. (attached)

9. Voting on the business and contracts, to be concluded between the company and Ibrahim Al-Juffali & Brothers Company for Information Systems, in which the members of the Board of Directors, Messrs. Amin Al-Afifi and Faisal Sharara, who possess a direct interest in it, as both are members of the Board of Directors of the two companies and it is related to renewing the agreement and maintaining the computer, noting that the value of The transactions took place in 2020 amounted to 1,209 thousand riyals. There are no preferential terms in these contracts. (attached)

10. Voting on the business and contracts that will be concluded between the company and Al-Naghi Group of Companies, in which the member of the Board of Directors, Mr. Taher Al-Dabbagh, has a direct interest, being a member of the Board of Directors of both companies; in the form of insurance renewal premiums, noting that the value of the transactions that took place for the year 2020 was for 6,775 thousand riyals. There are no preferential terms in these contracts. (attached)

11. Vote on disbursing an amount of 1,140,000 riyals (one million one hundred and forty thousand riyals) as remuneration to members of the Board of Directors for the financial year ending on December 31, 2020.

12. Vote on amending Article No. 1, the company by-laws, related to incorporation (attached)

13. Vote on amending Article No. 3 of the company’s by-laws, related to the company’s purposes (attached)

14. Vote on amending Article No. 4 of the company's by-laws related to participation and ownership in the companies. (attached)

15. Vote on amending Article No. 7 of the company articles of association related to the company’s investments. (attached)

16. Vote on amending Article No. 12 of the company by-laws related to stock trading. (attached)

17. Vote on amending Article No. 13 of the company by-laws related to increasing capital. (attached)

18. Vote on amending Article No. 14 of the company by-laws about capital reduction. (attached)

19. Vote on amending Article No. 15 of the company by-laws related to the company management. (attached)

20. Vote on amending Article No. 16 of the company by-laws related to the expiration of the board membership (attached)

21. Vote on amending Article No. 17 of the company’s by-laws related to the vacant position on the board. (attached)

22. Vote on amending Article No. 18 of the company by-laws related to the board's powers. (attached)

23. Vote on amending Article No. 19 of the company by-laws related to the remuneration of the board members. (attached)

24. Vote on amending Article No. 20 of the company by-laws related to the powers of the president, deputy, managing director, and secretary (attached)

25. Vote on amending Article No. 21 of the company by-laws regarding the Board meetings. (attached)

26. Vote on amending Article No. 22 of the company by-laws related to the Social Council quorum. (attached)

27. Vote on amending Article No. 24 of the company by-laws related to agreements and contracts. (attached)

28. Vote on amending Article No. 25 of the company’s by-laws related to attendance at assemblies. (attached)

29. Vote on amending Article No. 26 of the company’s by-laws related to the Constituent Assembly. (attached)

30. Vote on amending Article No. 27 of the company’s by-laws related to the powers of the Constituent Assembly. (attached)

31. Voting on amending Article No. 28 of the company by-laws related to the powers of the Ordinary General Assembly. (attached)

32. Vote on amending Article No. 30 of the company by-laws related to assembly invitation. (attached)

33. Vote on amending Article No. 32 of the company by-laws related to the ordinary general assembly meeting quorum. (attached)

34. Vote on amending Article No. 33 of the company by-laws related to the quorum for the extraordinary general assembly meeting. (attached)

35. Vote on amending Article No. 35 of the company by-laws related to the association decisions. (attached)

36. Voting on amending Article No. 36 of the company by-laws related to the discussion in the assemblies (attached)

37. Vote on amending Article No. 39 of the company by-laws related to appointing the auditor. (attached)

38, voting on amending Article No. 41 of the company’s by-laws related to the auditor’s obligations. (attached)

39. Voting on amending Article No. 43 of the company by-laws related to financial documents. (attached)

40. Vote on amending Article No. 45 of the company by-laws related to zakat and reserves. (attached)

41. Voting on amending Article No. 49 of the company by-laws, relating to the responsibility of board members (attached)

42. Vote on amending Article No. 50 of the company articles of association related to the termination of the company, (attached)

43. Vote on deleting Chapter Ten from the company’s bylaws, related to (the liquidation of the company), and adding it to Chapter Nine, related to “Disputes.” (attached)

44. Vote on deleting Chapter Eleven from the company’s bylaws, related to (final provisions), and adding it to Chapter Nine, related to “Disputes.” (attached)

Each shareholder registered in the company’s shareholder register at the Depository Center at the end of the trading session preceding the General Assembly meeting has the right to attend the Assembly meeting following the rules and regulations, noting that the right to register attendance at the Assembly meeting ends at the time of the Assembly meeting. The extraordinary general assembly meeting is valid if attended by shareholders representing at least half of the company’s capital. If the quorum necessary to hold the first meeting is not met, the second meeting shall be held one hour after the end of the period specified for the first meeting; the second meeting is valid if it is attended by shareholders representing at least a quarter of the capital.

Note that shareholders registered in Tadawulati services shall be able to vote remotely on the assembly’s items, starting at 10 a.m. on Wednesday, Shaban 25, 1442 AH, corresponding to April 7, 2021 G, until the end of the assembly’s meeting time on the day following the assembly day; Registration and voting in Tadawulati services will be available free to all. Contributors may use the following link: www.tadawulaty.com.sa

If you have any inquiries or questions regarding the meeting schedule, we hope to contact the Shareholder Relations Department

(0122728740/info@wataniya.com.sa) or mobile number 0556166122.

or writing to the following address:

(Attention: Board of Directors Secretary - Wataniya Insurance Company - P.O. Box 5832 Jeddah 21432