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The Board of Directors of Bupa Arabia for Cooperative Insurance Company (the Company or Bupa Arabia) hereby cordially invites the shareholders who own twenty (20) or more shares in the Company to attend the Eighth Ordinary General Assembly Meeting to be held on Monday Shaban 1436H, corresponding to 1st June 2015G, at 4:00 pm at Bupa Arabia's Jeddah offices, Al-Rawdah Street, Al-Khalediyah District, Jeddah, to consider the following agenda:

  • Resolution (1): Approve the Board of Directors Report for the year ended 31/12/2014 G (12 Months).
  • Resolution (2): Approve the Annual Financial Statements and the Auditors Report for the year ended 31/12/2014G (12 Months)
  • Resolution (3): Approve the recommendation of the Board of Directors for the selection and appointment of the external auditors to audit the Company's accounts and to determine the audit fees for the year ending 31/12/2015G, based on the Audit Committee's recommendation to the Board of Directors.
  • Resolution (4): Approve the appointments of the new Board members until 6 Sha'baan 1438H, corresponding to 2nd May 2017G, 1-Mr. David Fletcher in place of Mrs. Alison Platt 2- Mr. Edward Hannan in place of Mr. James Gordon Wheaton
  • Resolution (5): Approve SR1,020K as the remuneration for the members of the Board of Directors for the year ended 31/12/2014G (12 Months) in accordance with article 17 of the company by-laws.
  • Resolution (6): Absolve the Board of Directors of their responsibility for managing the company for the year ended 31/12/2014G (12 Months).
  • Resolution (7): The Ratification of Business and Contracts where a Board member has a direct or an indirect interest during the years 2014 and 2015.

Al Majd Al Rraqi Company for Medical Care and Health Services Limited (providing services associated with Diaverum), is owned ninety-eight percent by the Nazer Group Limited and two percent by Eng. Loay Nazer. Al Majd Al Rraqi Company for Medical Care and Health Services Limited provided services at a cost estimated at SR609k for the full 2014 period, and as at 31/12/2014G, as well as continued services, and associated fees, until the end of 2015. During the year Al Majd Al Rraqi Company for Medical care an
b) Mr. Abdulhadi Shayif owns a 1% shareholding in the Shariah Review Bureau (SRB), a company providing Shariah Consulting Services to Bupa Arabia and to which payment of SR 150k was made during the 2014 year, as well as continued services, and associated fees, until the end of 2015.

Trans Arabian Creative Communications (TRACCS) is 45% owned by Nazer Group Holding, and those whom have a direct interest are; Eng. Loay Nazer, Chairman and Mr. Tal Nazer, Chief Executive Officer, where these are fees for handling the Public Relation matters related to the company with a sum of SR168k in 2014, as well as continued services, and associated fees, until the end of 2015.

In accordance with the approval of the Ordinary General Assembly Meeting held on 19/09/1430H, corresponding to 9/09/2009G, which authorised the Company to enter into a Brand Licence Agreement with Bupa or its relevant subsidiary, and authorised the Board to approve the terms and conditions of such agreement, including the financial consideration payable to the licensing company, during 2010 the Company entered into an agreement with the related party, Bupa Middle East Holdings Two W.L.L., a joint venture company owned fifty per cent by each of Nazer Group Limited and Bupa Investments Overseas Limited, for obtaining a license to use the trade marks (the word Bupa with or without logo) of the related party. As per the terms of the agreement the related party receives an amount equal to a fixed percentage of gross premiums earned, subject to a maximum of 5% of the Company's profits in any financial year, as trade mark fee. During 2014 the trade mark fee payable amounted to SR11, 505k compared to 2013 of SR 9,714K.

The Company on 28/2/1435H, corresponding to 31/12/2013G, entered into a reinsurance contractual agreement with Bupa Insurance Limited, a related party, to reinsure part of the written premium related to its customers, and their dependents, outside the Kingdom. Bupa Insurance limited is a subsidiary of the Bupa Group and which is represented on the Bupa Arabia Board of Directors by Mr. David Fletcher, Ms. Edward Hannan and Mr. Ignacio Peralta. During 2014 the ceded premium amounted to SR75m, which represents approximately 1.3% of the 2014 annual gross written premium)it was 2.4% of the 2013 annual gross written premium), as well as continued services with this reinsurance contractual agreement, and associated fees, until the end of 2015.

During 2014 the Company has with companies in which certain of the Bupa Arabia Board members have an interest or an association and can confirm that these contracts have been priced on an arms-length basis and in line with the Company's agreed targeted pricing and loss ratio requirements. The Company further confirms that these contracts carry no special arrangements with regard to any additional special benefits and nor are they entitled to, nor receive, any services or support different to that which is provided to any of the Company's other customers, as well as continued services under these contracts, if applicable, or upon renewal, during 2015.

During 2014 certain employees of the Company worked on a project owned by the Nazer Group Company, Nazer Medical Clinics Company, whilst this company is in the process of being created. As a result the related costs of these employees, for the period worked on the project, were recharged to the related party, amounting to SR2, 517K and were settled by the related party during 2014.

Shareholders that are interested in attending the assembly meeting need to record their names in the attendance registration list at least half an hour prior to the start of the assembly meeting. Those who cannot attend have the right to empower another shareholder, as long as that shareholder is not a board member or a Bupa Arabia employee, and provided they supply identification, verified by an official party. All verifications must be submitted at least three (3) days prior to the assembly meeting. The ordinary general assembly meeting requires the presence of shareholders with ownership of at least 50% of the Company's capital overall as per article 32 in the Company's by-laws.​

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