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Aljazira Takaful Taawuni Co. Invites its Shareholders to Attend the Extraordinary General Assembly Meeting for Capital Increase ( First Meeting ) to be attended in person or through the modern technology

Element ListExplanation
Introduction The Board of Directors of Aljazira Takaful Taawuni Company (“Aljazira Takaful Company”) is pleased to invite its shareholders to participate and vote in the extraordinary general assembly meeting that includes increasing the capital of Aljazira Takaful Company (the first meeting) in person and via modern technology using Tadawulaty System, in support of the preventive efforts exerted by the relevant health authorities to address the novel Coronavirus (COVID-19), and as an extension of the continuous efforts made by all government agencies in the Kingdom of Saudi Arabia in taking the necessary preventive measures to curb its spread.
City and Location of the Extraordinary General Assembly's Meeting The meeting will be held at the company's Head Office, located In Jeddah at Al-Hamra District - Al Madinah Descending Road (Down Town Road) - Al-Mosadiya Market Center
URL for the Meeting Location https://goo.gl/maps/qnqNGuziFVu
Date of the Extraordinary General Assembly's Meeting 2021-01-26 Corresponding to 1442-06-13
Time of the Extraordinary General Assembly's Meeting 19:00
Attendance Eligibility The entitlement for attending the EGM meeting shall be for the shareholders registered in Aljazira Takaful’s shareholders register at the Securities Depository Center Company “Edaa” at the end of the trading session preceding the General Assembly meeting, the shareholder has the right to register electronically and vote at the assembly meeting in accordance to the rules and regulations. Noting that the eligibility to register attendance for the Assembly meeting ends upon the Assembly meeting adherence time, and the attendees’ right to vote on the Assembly's agenda items ends when the counting committee finishes counting the votes.
Quorum for Convening the General Assembly's Meeting The quorum for convening the Extraordinary General Meeting of the company is the presence of shareholders representing at least 50% of the capital. In the case of non-completion of the quorum, a second meeting will be held one hour after the end of the first meeting. The second meeting shall be valid if attended by a number of shareholders representing at least 25% of the capital shares, and if the necessary quorum is not met in the second meeting, an invitation shall be sent to hold the third meeting and the third meeting will be valid regardless to the number of shares represented in it after the approval of the competent authorities.
Meeting Agenda 1- Voting on the merging of Solidarity Saudi Takaful Company into Aljazira Takaful Taawuni Company in accordance with the provisions of Articles (191), (192) and (193) of the Companies Law issued under Royal Decree No. m 3 on 28/01/1437 H corresponding to 10/11/2015 G (“Companies Law”), by issuing 0.482656120 shares in Aljazira Takaful Taawuni Company for every share in Solidarity Saudi Company (“Merger Deal”), in accordance with the terms and conditions of the merger agreement between Aljazira Takaful Taawuni Company and the Solidarity Saudi Takaful Company concluded on 04/01/1442 H (corresponding to 23/08/2020 G) (“Merger Agreement"), including voting on the following matters related to the Merger Deal:

a. Voting on the provisions of the Merger Agreement concluded between Aljazira Takaful Taawuni Company and Solidarity Saudi Takaful Company on 04/01/1442 H (corresponding to 23/08/2020 G).

b. Voting on the increase of Aljazira Takaful Taawuni Company’s Capital from (350,000,000 S.R.) three hundred fifty million Saudi Riyal to (470,664,030 S.R.) four hundred seventy million six hundred and sixty-four thousand thirty Saudi Riyal, in accordance with the terms and conditions of the Merger Agreement, provided that this increase shall be applied when the merger takes effect in accordance with the provisions of the Companies Law and the Merger Agreement.

c. Voting on the amendments of Articles of Aljazira Takaful Taawuni Company’s bylaws relating to the Merger Deal in accordance with the context shown in Attachment No. (1) of this invitation, provided that these amendments shall be effective upon the merger's effectiveness.

d. Voting on the Authorizing Board of Directors of Aljazira Takaful Company, or any person authorized by the Board of Directors, to issue any decision or take any action that may be necessary to implement any of the aforementioned decisions.

Proxy Form
E-Vote Shareholders registered in the Tadawulati services will be able to vote remotely on the assembly’s items, starting at 10:00 am on Friday 09/06/1442 Hijri corresponding to 22/01/2021 G, and until the end of the assembly’s meeting time, through the website of Tadawulati: (www.tadawulaty.com.sa) Noting that registration and voting in the Tadawulati services are available free of charge to all shareholders.
Eligibility for Attendance Registration and Voting Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes.

It should also be noted 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 Regulations, a shareholder who owns shares in both Solidarity Saudi Takaful Company and Aljazira Takaful Taawuni Company is not entitled to vote on decisions related to the merger deal in both extraordinary general assembly except in one of which companies. In the event that any of the shareholders votes on the decisions related to the merger deal in the extraordinary general assembly of both companies, his vote will be counted in only one assembly.

Method of Communication Please contact the Shareholders Affairs Unit through the following numbers during the company’s official hours.

0126688877 Ext: 8358

(IR.Inquires@ajt.com.sa),

Or write to the following address:

(Attention of the Secretary of the Board of Directors – (Aljazira Takaful Taawuni Company – P.O Box 5215 Jeddah 21422)).

Additional Information The shareholder may delegate another person on his behalf to attend the Extra-Ordinary General Meeting and vote on the EGM agenda items by means of a proxy (as per the enclosed form), providing that the delegated shall not be a member of the Board or a staff, and noting that the proxy shall be authenticated by one of the following entities: Chamber of Commerce and Industry, if the shareholder is an affiliate of one of them, or if the shareholder is a legal company or institution, one of the licensed banks, or the authorized individuals in the Kingdom, providing that the company or institution shall hold an account with the bank, or the authorized individual to perform the validation, the notaries, or the individuals authorized to perform the acts of authentication. The shareholder or his delegate shall provide the company with a copy of the proxy at least two days prior to the date of the meeting and the delegated member must present the original copy of the proxy. Shareholders/ delegated members shall bring with them their identity cards.

Shareholders can send the copy of the proxy form to fax No. 0126677284 or to send it directly to the Secretary of the Board of Directors to the below address:

(Aljazira Takaful Taawuni Company – P.O Box 5215 Jeddah 21422).

Mosadia Center - Madinah Road, Jeddah

It should be noted that the deadline to receive the copy of the power of attorney is at least two days before the date of the General Assembly Meeting. (Power of attorney form - attached).

It should be noted that the above EGM items are part of the Merger conditions, noting that the Merger is also subject to other conditions. The Merger will be become effective after satisfying all of the Merger conditions. The new shares will be allocated to Solidarity Saudi Takaful Company Shareholders who are registered in the shareholders’ register of Solidarity Saudi Takaful Company at the end of the second trading period following the Effective Date, provided that the issuance of new shares will be during a period of not less than the third trading period after the Effective Date of the merger decision and not exceeding the sixth-period Trading after the Effective Date of the merger decision.

For further information about the merger deal, and its terms and conditions, as well as other matters related to it, the procedures for completing the Merger, and the relevant risks, the shareholders, should refer to the Offer Document issued by

Aljazira Takaful Taawuni Company addressed to the shareholders of Solidarity Saudi Takaful Company, regarding the merger transaction in accordance with Article (38) of the Merger and Acquisition Regulations, and the Circular of the Board of Directors of Solidarity Saudi Takaful Company where was issued on Monday, 13 Jumada II 1442 AH, corresponding to December 28, 2020 AD.

Attached Documents     

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.

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