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Aljazira Takaful Taawuni Co. Announces the Results of the Extra Ordinary General Assembly’s Meeting Approving Increase ( Second Meeting )

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Introduction The Board of Directors of Al Jazira Takaful Tawuni is pleased to announce the results of the Extra Ordinary General Assembly meeting (The second meeting) scheduled at 8:00 p.m. on Tuesday 13/06/1442H corresponding 26/01/2021, in attendance and through modern technology, after reaching the qualifying quorum for the Extra Ordinary general assembly meeting according to the company’s bylaw.
City and Location of the Extraordinary General Assembly's Meeting The meeting was 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
Date of the Extraordinary General Assembly's Meeting 2021-01-26 Corresponding to 1442-06-13
Time of the Extraordinary General Assembly's Meeting 20:00
Percentage of Attending Shareholders %46.16
Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees The following Board Directors have attended the Extra Ordinary General meeting:

Eng. / Abdulmajeed bin Ibrahim Al-Sultan - (Chairman of the Board).

Eng. / Ziyad bin Tariq Aba Al-Khail - (Deputy Chairman of the Board).

Mr. Sager Bin Abdullatif Nader Shah - (Board Member - Managing Director).

Dr. Abdullatif Bin Mohammad Bin Ghaith - (Board Member).

Mr. Khalifa bin Nasser Al-Khalifa - (Board Member).

Mr. Khaled Bin Othman Al-Othman - (Board Member).

Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf The following Board’s Committees Chairmen have attended the Extra Ordinary General meeting:

Eng. / Abdulmajeed bin Ibrahim Al Sultan - (Chairman of the Board and Chairman of the Executive Committee)

Eng. / Ziyad bin Tariq Aba Al-Khail - (Deputy Chairman of the Board and Chairman of the Investment Committee).

Dr. Abdullatif Bin Mohammad Bin Ghaith - (Chairman of the Nomination and Remuneration Committee).

Mr. Khalifa bin Nasser Al-Khalifa - (Chairman of the Audit Committee and Chairman of Risk Committee).

Voting Results on the Items of the General Assembly's Meeting Agenda's 1- Approval 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. Approval 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. Approval 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. Approval 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 the related invitation announced for the EGM in Tadawul dated on 20/05/1442 H (corresponding to 04/01/2021 G), provided that these amendments shall be effective upon the merger's effectiveness.

d. Apporval 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.

Additional Information It should be noted that the Merger will be considered as effective when the other related conditions being satisfied as mentioned in the Shareholders Circular including the creditors objection period as stipulated in the Merger Agreement and in accordance with the provisions of Articles (193) of the Companies Law.

The Capital increase of Aljazira Takaful Taawuni Company will be placed through issuing new shares in Aljazira Takaful Taawuni Company for every share in Solidarity Saudi Takaful Company for the purpose of (“Merger Deal”), in accordance with the provisions of Articles (191), (192) and (193) of the Companies Law and with the provision of Article (49) Section (A) Sub-item (1) of the Merger and Acquisition Regulation with the followings:

1- Increase of Aljazira Takaful Taawuni Company’s Capital will be from (350,000,000 S.R.) to (470,664,030 S.R.) which represents 34.48% an increase.

2- Increase the number of Aljazira Takaful Taawuni Company’s shares from (35,000,000) to (47,066,403).

3- Issuing (12,066,403) new shares in Aljazira Takaful Taawuni Company for every share in Solidarity Saudi Takaful Company.

4- The Capital Increase of Aljazira Takaful Taawuni Company will be taken a place once the resolution to the Merger is effective (Effective Date).

5- 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.

For more details on the Merger Deal and Capital Increase , please refer to the Shareholders Circular.

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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