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The Second Extra Ordinary General Meeting
Jan 13, 2018 - 01:17PM Company : DHOFAR INSURANCE

As the quorum to convene the Extra Ordinary General Meeting (EGM) on 10th December 2017 was not fulfilled, the Board of Directors of Dhofar Insurance Company SAOG are pleased to invite all shareholders of the Company to attend the Second Extra Ordinary General Meeting to be held at 3.00 P.M on Thursday , 18th January 2018 at Crowne Plaza Hotel in Muscat to discuss the following agenda:

 

  1. To consider and approve the increase in the authorised share capital of the Company from OMR 20,000,000 (twenty million Omani Rials) to  OMR 30,000,000 (thirty million Omani Rials) and amend Article 5 of the Articles of Association of the Company (Amended Articles) (in accordance with the explanatory memorandum).

 

  1. To consider and approve the proposal to restructure the existing issued and paid-up share capital of the Company in accordance with the explanatory memorandum in the following manner:

  1. reduce the issued and paid-up share capital of the Company from OMR 20,000,000 (twenty million Omani Rials) to OMR 10,000,000 (ten million Omani Rials) to write off part of the accumulated losses of the Company (1stCapital Reduction);

  2. utilize legal reserves of the Company up to OMR 6,616,470 (six million six hundred sixteen thousand four hundred and seventy Omani Rials) to write off a part of the accumulated losses of the Company; and

  3. utilize special reserve of the Company amounting to OMR 50,000 (fifty thousand Omani Rials) to write off a part of the accumulated losses of the Company

 

  1. To consider and approve a rights issue of an aggregate amount of 5,000,000 (five million) mandatory convertible bonds (Bonds) of a nominal value of OMR 1 (one Omani Rial) per Bond at an issue price of OMR 1 (one Omani Rial) on the terms set out in the attached Explanatory Memorandum (Bonds Rights Issue).

  2. To consider and approve the allotment of the unsubscribed Bonds at an issue price of OMR 1 (one Omani Rial) in the proportion and to the shareholders set out in the attached Explanatory Memorandum.

 

  1. To consider and approve a rights issue of an aggregate amount of 20,000,000 (twenty million) ordinary shares (Rights Shares) of a nominal value of 100 bzs (one hundred Baizas) per share at an issue price of 100 bzs (one hundred Baizas) (Share Rights Issue) in a manner that the allotment of the Rights Shares is conditional upon completion of the 1st Capital Reduction with the relevant regulatory authorities.

 

  1. To consider and approve the allotment of the unsubscribed Rights Shares at an issue price of 100 bzs (one hundred Baizas) in the proportion and to the shareholders set out in the attached Explanatory Memorandum.

 

  1. To consider and approve the proposal to undertake a further capital reduction of the issued and paid-up share capital of Company from OMR 12 million (twelve million Omani Rials) to OMR 10 million (ten million Omani Rials) immediately after completion of the Share Rights Issue and registration of the Rights Shares with the  relevant regulatory authorities (2nd Capital Reduction).

 

  1. To authorize and approve the Board, management of the Company or anyone duly authorized by the Board to undertake all required or desirable steps to implement the 1st Capital Reduction, Share Rights Issue, Bonds Rights Issue, allotment of the unsubscribed Rights Shares and unsubscribed Bonds and the 2nd Capital Reduction (together referred to as the Transaction) (including, but not limited to authorizing the execution of documents) and do all that is required to give effect to the Transaction, and to agree any amendments to the Transaction and terms and conditions of the Transaction and the Transaction documents, however fundamental, on behalf of the Company.

 

The amendment to the Articles of Association contained in item 1 of the agenda shall be effective only after its approval by the Ministry of Commerce and Industry and registration in the Commercial Register pursuant to Article 123 of the Commercial Companies Law.

 

As per the Company's Articles of Association any shareholder may appoint any person, in writing, as his proxy to attend and vote on their behalf, provided that the authorization should be made on the proxy card attached to the notice. Any natural person should attach to the proxy card a copy of his ID card or passport. For juristic persons, the proxy should be signed by authorised signatories as per the signatories form duly approved by the Capital Market Authority and stamped by the company's seal, along with copy of  the commercial registration and copy of the authorised signatory specimens.

 

Shareholders are requested to be present at least half an hour before the time of the meeting.

 

For any further clarification please do contact Mr. Younis Al Salti , Tel 24705305 Ext : 124

 Chairman                     Auditor                   Legal Advisor