Union Insurance P J S C : Invitation of the Annual General Assembly Meeting 27/4/2022

Invitation to attend the Annual General Assembly Meeting

Of

UNION INSURANCE COMPANY (Public Joint-stock Company)

The Board of Directors of the Union Insurance Company PJSC has the honor to invite the Shareholders to attend the Annual General Assembly Meeting at exactly one o'clock in the afternoon on Wednesday, 27/04/2022 at (the Company's Main Office located in the Emirate of Dubai - Sheikh Zayed Road - Single Business Tower - 13th Floor) or by using the remote/electronic attendance technology through a link to attend the Meeting, which will be sent to the Shareholders via SMS or email after registering their attendance, in order to enable the Shareholders to attend the Meeting virtually, discuss the Agenda and vote electronically on each resolution directly during the Meeting, to consider the following Agenda:

• 1. To hear and approve the Report of the Board of Directors on the Company's activity and its financial position for the Fiscal Year ending on 31/12/2021.

• 2. To hear and approve the Auditor's Report for the Fiscal Year ending on 31/12/2021.

• 3. To discuss and approve the Company's Balance Sheet, Profit and Loss account for the Fiscal Year ending on 31/12/2021.

• 4. To approve a proposal regarding the bonuses of the Board Members and determination of the same.

• 5. To discharge the Board Members for the Fiscal Year ending on 31/12/2021, or dismiss them and file a liability claim against them, as the case may be.

• 6. To discharge the Auditors for the Fiscal Year ending on 31/12/2021, or dismiss them and file a liability claim against them, as the case may be.

• 7. To appoint Auditors and determine their fees.

• 8. To approve bonus policy of the Board of Directors of the UNION INSURANCE COMPANY PSC and its Committees, the Executive Management and the Employees.

• 9. To approve the Board of Directors Resolution to appoint Ms. EMAN AHMED MOHAMMED HAMAD AL MIDFA as a Board Member to replace Ms. ALIA FARID LOTFI ALI HARMOZI, the resigned Board Member.

• 10. Topics that need a Special Resolution: a. Amendment of Article No. (5) of the Company's Articles of Association in relation to the

Company's Objectives by adding Paragraph No. (9) thereto, as follows:

Article No. (5) "Added Paragraph No. 9":

9. Investment in securities of all kinds - except for financial derivatives for non-hedging purposes - issued by public and private joint-stock companies inside and outside the UAE, as well as real estate investment inside the UAE, all within the rules and regulatory procedures issued by the relevant controlling authorities.

Remarks:

• 1. Based on the directives of the Securities and Commodities Authority, the Company's Shareholders, who will attend the Meeting remotely, shall register attendance to be able to vote on the items of the General Assembly electronically. Registration opens at 11:00 am on Tuesday, 26 April 2022, and closes at 11:00 am on Wednesday, 27 April 2022. For electronic registration, please visitwww.smartagm.ae.Power of Attorney holders must send a copy of the POA to the email address:[e-mail] with the name and mobile number to receive registration text messages.

• 2. Any person who has the right to attend the Assembly may delegate whomever he chooses, other than the Board Members, by virtue of a Special Power of Attorney in writing. The proxy for a number of shareholders shall not hold in such capacity more than (5%) five percent of the Company's Capital, while the incompetent and incapacitated shall be legally represented by their representatives. (Provided that the requirements set out in Clauses 1 and 2 of Article No. (40) of Resolution No. (3/RM) of 2020 issued by the SCA Chairman regarding the Approval of the Governance Guide for Public Joint-stock Companies shall be observed.)

• 3. A legal person may authorize one of its representatives or those in charge of its management by virtue of a resolution of its board of directors or a representative thereof, to represent the legal person in the Company's General Assembly, the authorized person shall have the powers determined by the

  authorization resolution.

• 4. Owner of a share registered on Tuesday, 26/04/2022 shall hold the right to vote in the General Assembly.

• 5. Signature of Shareholder on the Power of Attorney referred to in Clause No. (1) shall be the signature approved by/with one of the following authorities, the Company may take the necessary actions to verify the same:

  • a. Notary Public

  • b. Chamber of Commerce or an Economic Department in the UAE.

  • c. A bank or a company licensed in the UAE, the principal shall have an account with either of them.

  • d. Any entity that is authorized to authenticate documents

• 6. In the event of a lack of a quorum at the first meeting, the powers of attorney issued by the first meeting shall be considered valid and enforceable for any subsequent meetings, unless expressly revoked by the concerned shareholder by serving a notice to the email address:[e-mail], at least two

  (2) days prior to the date of the next meeting.

• 7. Holder of the right to the profits shall be the owner of the share registered on Saturday, 07/05/2022.

• 8. Shareholders can view the Company's Financial Statements and the Comprehensive Report through the Company Website:https://www.unioninsurance.ae and the Abu Dhabi Securities Exchange Website:

  https://www.adx.ae.

• 9. General Assembly Meeting shall not be valid unless attended by Shareholders who own, or represent by proxy, at least (50%) of the Company's Capital. If such quorum is not met in the first meeting, the second

  meeting will be held on 09/05/2022 at the same place and time. (The second meeting shall be held after the lapse of a period of not less than (5) five days and not exceeding (15) fifteen days from the date of the first meeting, the postponed meeting shall be considered valid regardless of the number of attendees).

• 10. Special Resolution: It is the resolution issued by the majority vote of the Shareholders who own at least three quarters of the shares represented in the General Assembly Meeting of the joint-stock company.

• 11. You can view the Guide to Investors' Rights in Securities, which is available on the main page on the SCA

  Official Website, according to the following link:https://www.sca.gov.ae/ar/services/minority-investor-protection.aspx

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