Solidarity Saudi Takaful Co. announces to Invites its Shareholders to Attend the ( First Meeting ) Extraordinary General Assembly Meeting
|Introduction||The Board of Directors of SOLIDARITY Saudi Takaful Company is pleased to invite the esteemed shareholders to participate and vote in person or through modern electronic media (Tadawalti services) available in the extradorinary general assembly meeting (The first meeting) scheduled to take place at 19:00 on Tuesday 13 Jumada II 1442H corresponding to 26 January 2021G in person or via modern electronic media available consistent with the precautionary and protective meaures adopted by the competent relevant health authorities to combat COVID-19 new strain and in line with the continuous efforts of all government bodies in the Kingdom of Saudi Arabia to take the required preventative measures to stem the spread of disease. |
Riyahd- Al Nada Quarter, Al Thumamah Street, Takhasusi street extension.
|City and Location of the General Assembly's Meeting||Company Head Quarters- Riyadh- Al Nada Quarter, Al Thumamah Street- Takhasusi extension.|
|URL for the Meeting Location||https://goo.gl/maps/r7GNdPxZvSR2|
|Date of the General Assembly's Meeting||2021-01-26 Corresponding to 1442-06-13|
|Time of the General Assembly's Meeting||19:00|
|Attendance Eligibility||Eligibility for attending the meeting shall be for the shareholders registered in the company shareholders Register in the registration center at the end of trading session preceding the assembly meeting. The shareholders have the right to attend the General Assembly meeting pursuant to the regulations and rules. It is worth mentioning that the registration right to attend the General Assembly meeting ends on the General Assembly meeting convening time and the attendees’ voting right to the General Assembly items shall end with the end of the vote counting by the concerned committee.|
|Quorum for Convening the General Assembly's Meeting||The Extraordinary General Assembly meetings shall be deemed valid if attended by shareholders representing at least half the capital. If the meeting quorum is not reached for holding this meeting, a second meeting shall be held within an hour after the end of the time specified for holding the first meeting. The second meeting shall be deemed valid if attended by shareholders representing quarter of the capital at least.|
|General Assembly Meeting Agenda||(1) Voting on the offer presented by Aljazira Takaful Taawuni Company (“Aljazira Takaful Company”) for the merge of SOLIDARITY Saudi Takaful Company with Aljazira Takaful Company in accordance with the provisions of the articles from (190) to (193) of the Companies law, promulgated by the Royal Decree No.(M/3) dated 28/1/1437 H (corresponding to 10/11/2015 G) and its amendments (“The Law”) by issuing 12.066.403 new shares in Aljazira Takaful Taawuni Company against a full capital share of SOLIDARITY Saudi Takaful Company thus SOLIDARITY Saudi Takaful Company is terminated accordingly. This is based on the relevant regulation requirements and the Merger Agreement terms and conditions concluded by Aljazira Takaful Taawuni Company and SOLIDARITY Saudi Takaful Company dated 04/01/1442 H (corresponding to 23/08/2020 G) (“Merger Agreement”) including voting on the following matters related to the merger dealing: |
a. Voting on the provisions of Merger Agreement concluded between Aljazira Takaful Taawuni Company and SOLIDARITY Saudi Takaful Company dated 04/01/1442 H (corresponding to 23/08/2020 G)
b. Voting on the authorization of the Board of Director or any person authorized by the Board of Directors to issue any decision or take any measures necessary for implementing any of the decisions mentioned above.
(2) Voting on payment of an amount of SR(900.000) as remuneration to the Chairman and members of the Board of Directors for the financial year ending on 31/12/2020 G each member shall receive SR100.000.
|E-Vote||The shareholders registered in Tadawalti services can vote online on the Assembly items starting from 10:00 a.m. on Friday 9 Jumadah II 1442 H corresponding to 22 January 2, 2021 until the end of the assembly meeting. The registration and voting in Tadawalti services shall be available free for all shareholders by using the following link: www.tadawulaty.com.sa|
|Eligibility for Attendance Registration and Voting||The right to register for attending the General Assembly meeting ends with the convening of the General Assembly meeting, and the attendees’s right to vote for the General Assembly items ends at the end of the vote counting by the concerned committee.|
|Method of Communication||For more information or inquiry please call : 966112994507+ during company official work hours from Sunday to Thursday, and from 8:00 am until 16:00 pm. Also questions concerning General assembly agenda can be addressed to the following e-mail address within a sufficient time before the assembly meeting time to: email@example.com|
|Additional Information||A shareholder has the right to deputize another person to attend the meeting on his behalf as per a written authorization provided that he is not a member of the Board of Directors or an employee of SOLIDARITY Saudi Takaful Company. The proxy should be approved by the Chambers of Commerce and Industry whenever the shareholder is a member of a chamber or if the shareholder is a joint stock company, legal establishment, or approved by any of the licensed banks or licensed persons in the Kingdom provided that the authorizing person or the deputized person has a banking account, or by a notary public or persons licensed to practice notarization services. The shareholder or his representative should provide the Company with a copy of the authorization within two days at least prior to the General Assembly meeting time, addressed to (SOLIDARITY Saudi Takaful Company P.O. Box 8577 Riyadh 11612). The representative should present the original authorization prior to the meeting of the General Assembly. All shareholders/ representatives are required to bring their national IDs. |
It is to be noted that the above stated items are deemed among the terms of the merger deal. It is also worth mentioning that the merger deal is subject to other terms and conditions. The merger deal shall be valid after all the merger deal conditions are fulfilled. When the merger deal becomes valid, the right for the reimbursement shares shall be for the shareholders of SOLIDARITY Saudi Takaful Company who are registered in the shareholders Register of SOLIDARITY Saudi Takaful Company at the end of the second circulation after the merger decision validity date provided that the issuance of the reimbursement shares should be carried out during a period not less than the third term of circulation after the merger decision validity date and should not be more than the sixth term of circulation after the merger decision validity date. For more information about the merger deal and its terms and conditions, all related matters and procedures to complete the merger deal, the esteemed shareholders may refer to the offer document issued by Aljazira Takaful Taawuni Company addressed to all the shareholders of SOLIDARITY Saudi Takaful Company in accordance with article (38) of the Merger and Acquisition Regulation and the SOLIDARITY Saudi Takaful Company circular published on Monday 13 Jumadah II 1442H corresponding to 28 December 2020G.
The Board of Directors of SOLIDARITY Saudi Takaful Company stresses the importance that the shareholders should read in details the offer document and the Board of Directors circular before voting for any of the decisions concerning the merger deal.
It is worth noting that based on paragraph (4) of article (191) of the Companies Law and based on paragraph (n) of article (3) of the Merger and Acquisition Regulation, no shareholder who owns shares in each of SOLIDARITY Saudi Takaful Company and Aljazira Takaful Taawuni Company has the right to vote for the decisions relating to the merger deal except in the extraordinary General Assembly of any of the companies. In case a shareholder votes for any decision relating to the merger deal in the extraordinary General Assembly for both companies, his vote will be counted in one assembly only.
The Capital Market Authority and the Saudi Stock 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.