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Resolutions of the Second Extra Ordinary General Meeting
Jan 18, 2018 - 06:55PM Company : DHOFAR INSURANCE
The Second Extra Ordinary General Meeting of Dhofar Insurance Company SAOG held on 18 January 2018 and it took the following decisions:
  1. Approved to increase 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).

2. Approved 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:

A) 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)

B) 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

C) 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 .

3. Approved the 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).

4. Approved 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.

5. Approved the 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.

6. Approved 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.

7. Approved 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).

8. The majority approved to authorize 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.