A special resolution has been passed approving: Amending Article 7 of the Memorandum of Association of Takaful Emarat regarding Percentage of Shareholding subject to the approval of the authorities.

Article (7) Percentage of Shareholding: (The Article before Amending)

All shares in the Company shall be nominal and shareholders are UAE, GCC and foreign individuals and institutions. Foreigners are allowed to own not more than 25% of the Company’s capital.

To become: (The Article After Amending):

All shares of the Company shall be nominal and at least 51% of theCompany’s capital must be owned by natural persons of the UAE or GCC nationals or by Juridical persons wholly owned by UAE or GCC nationals, the shareholding percentage of the non-UAE nationals should not exceed 49%.

-      As per SCA request one agenda item has been added to endorse the appointment of Mr. Ajit Vijay Joshi as a Board Member who has been appointed on 19/03/2019 following the Board’s approval of the resignation of the Deputy Chairman Mr. Abdulla Subhi Ahmed Atatreh who resigned from his position on 14/03/2019. The shareholders endorsed the appointment.

-      The Board of Directors report on the Company’s activities and financial position for the fiscal year ended on 31/12/ 2018 was discussed and approved.

-      The Auditor’s report for the Fiscal Year ended on 31/12/2018 was discussed and approved.

-      The Internal Shariah Board’s Report for the year ended 31/12/2018 was discussed and approved.

-      The Company’s Balance Sheet and its Profit and Loss Statement for the year ended on 31/12/2018 was discussed and approved.

-      The Shariah Committee Members were re-appointed.

Dr.Abdul Sattar Abu Ghuddah

Mr.Abdul Naser Al Manaeei

MuftiM. Hassan Kaleem

-      The Board of Directors’ recommendation in relation to cash dividend distribution to shareholders of 7% representing an amount of AED 10,500,000 was approved.

-      The shareholders approved the remuneration for the Board of Directors for the year 2018.

-      The Company’s Board Members were discharged of the liability for the Financial Year ended on 31/12/2018.

-      The Company’s Auditors were discharged of the liability for the Financial Year ended on 31/12/2018.

-      The External Auditors of the Company, Ernst & Young were appointed for the fiscal year 2019 and their fees has been determined as AED 330,000.

-      The shareholders endorsed the appointment of Mr. Fahim Mohamed Ahmed Alkouk Alshehhi as a Board Member who has been appointed on 27/01/2019 following the Board’s approval on the resignation of the Board Member Mr. Zafar Habib Khan who has resigned on 21/01/2019.

Special Resolutions

-      A special resolution passed by the shareholders to amend article 41 of the memorandum of association of the Company related to notification of the invitation to the meeting of the General Assembly through SMS or electronic mails in addition to newspapers, subject to the approval of the authorities.

-       A special resolution passed by the shareholders to approve the Board of Directors’ recommendation to allocate an amount towards Corporate Social Responsibility and to authorize the Board of Directors to determine the beneficiary of the contributions, provided that the contributions shall not exceed 2% of the average net profit.

1-        The report of the Company’s Board of Directors on the Company’s activities and financial position for the fiscal year ended on 31st of December 2017 was discussed and approved.

2-        The External Auditor’s report for the Financial Year ended on31/12/2017 was discussed and approved.

3-        The Shariah Committee Report for the year ended 31/12/ 2017 was discussed and approved.

4-        The Company’s Balance Sheet and its Profit and Loss Statement for the Year ended on31/12/2017 was discussed and approved.

5-        The following Shariah Committee Members were re-appointed:

-Dr. Abdul Sattar Abu Ghuddah

-Mufti M. Hassan Kaleem

6-        The shareholdersauthorized the Board to appoint one new Shariah Committee member as Dr. AbdelNaser Abu Al Basal resigned from the Committee

7-        The Board of Directors’ recommendation in relation to cash dividend distribution to shareholders of 8.25% representing an amount of AED 12,375,000was approved.

8-        The shareholders approved the remuneration for the board of directors for the year 2017.

9-        The Company’s Board Members were discharged of the liability for the Financial Year ended on 31/12/2017.

10-        The Company’s Auditors discharged of the liability for the Financial Year ended on31/12/2017.

11-        The External Auditors of the Company, Ernst & Young were appointed for the fiscal year 2018 and their fees has been determined of AED 297,500.

12-      The following Board Members were elected for three years:

-      H.E.AbdullaBakheet Almarar

-      Mr.AbdullaSubhi Atatreh

-      Mr.OmarSaeed Abdulla Brouk Al Hameiri

-      Mr.MohammadALHawari                                                

-      Mr.KhalifaALKhoori 

-      Dr.NooraldeenSubhi Atatreh

-      Mr.ZafarKhan

The General Assembly Meeting of Takaful Emarat Insurance PSC took place at 03:00P.M on Thursday 14/12/2017 in Al Majlis Meeting Room, Copthorne Hotel Dubai,Port Saeed, Deira– Dubai UAE chaired by one of the Shareholders Mr. Ahmed Abdulla Ahmad Aljaziri bani Tamim and attended by the following Board Member as well Mr. Zafar Habib Khan.

In the presence of:

-EY represented by Mr. Ashraf Abu Sharkh   /Company's Auditor

- Mr. Mohammad Junaid Essa / SCA Representative

-Mrs. Haifa Al Qadi / Insurance Authority Representatives

The Quorum was (86.56%) representing 2.15% shareholders attended in person and 84.43% shareholders attended by proxy.

Mrs. Nour Al Jafari was elected as a reporter for the meeting and Mr. Mahmoud Rahhal and Mr. Harsh Ajay kumar Bhatia we reelected as a Vote Counters.

Mrs. Nour Al Jafari reviewed the agenda of the meeting and Following decisions were adopted in the Meeting:

Election of two new Board Members to fill the current vacancies:

Below are the nominees for the BoardMembership:

-  Mrs. Ayesha Suzan Ali Mahyoob Sultan 

-  Dr. Ayoub Mohamed Amin Kazim

- Dr. Noor Aldeen Subhi Atatreh

-   Mr. Omar Saeed Alhameeri

The Following two members were elected through secret cumulative voting process to fill the two vacancies in the Board of Directors:

-  Dr. Noor Aldeen Subhi Atatreh   64934991.5   votes that represents 50% of the attending shares 

-  Mr. Omar Saeed Alhameeri    votes       64934991.5  that represents 50% of the attending shares

                   The report of the Company’s Board of Directors on the Company’s activities and financial position for the fiscal year ended on 31st of December2016 was discussed and approved.

                 The External Auditor’s report for the Financial Year ended on31/12/2016 was discussed and approved.

                The Shariah Committee Report for the year ended 31 December 2016 was discussed and approved.

                 The Company’s Balance Sheet and its Profit and Loss Statement for the Year ended on 31/12/2016 was discussed and approved.

                The Shariah Committee Members were re-appointed.

                The Board of Directors’ recommendation in relation to cash dividend distribution to shareholders of 7% representing an amount of AED 10,500,000 was approved.

                The shareholders approved the remuneration for the board of directors for the year 2016.

                  The Company’s Board Members were discharged of the liability for the Financial Year ended on 31/12/2016.

                  The Company’s Auditors discharged of the liability for the Financial Year ended on 31/12/2016.

                The External Auditors of the Company, Earnest and Young were appointed for the fiscal year 2017 for a fee of AED 270,000.

                    A special resolution passed by the shareholders to change the Logo of Takaful Emarat Insurance subject to authorities’ approval.

1.      The report of the Company’s Board of Directors on the Company’s activities and financial position for the fiscal year ended on 31st of December 2015 was discussed and approved.

2.      The External Auditor’s report for the Financial Year ended on 31/12/2015 was discussed and approved

3.      The Shariah Committee Report for the year ended 31 December 2015 was discussed and approved

4.      The Company’s Balance Sheet and its Profit and Loss Statement for the Year ended on 31/12/2015 was discussed and approved.

5.      The Shariah Committee Members were re-appointed.

6.      The Board of Directors’ recommendation in relation to cash dividend distribution to shareholders of 5.33% representing an amount of AED 8,000,000 was approved.

7.      The Company’s Board Members were discharged of the liability for the Financial Year ended on 31/12/2015

8.      The Company’s Auditors discharged of the liability for the Financial Year ended on 31/12/2015

9.      The External Auditors of the Company, Price Waterhouse Coopers were reappointed for the fiscal year 2016 for a fee of AED 255,000.

10.  A special resolution passed by the shareholders to amend the memorandum of association of the Company in accordance with the Federal Law number 2 for the year 2015 on Commercial companies’ subject to authorities ‘approval.

11.  A special resolution passed by the shareholders to approve the Board of Directors’ recommendation on Company buying its own shares. The shareholders approved the Company buying 10% of its own shares and authorized the Board of Directors to execute the resolution as required by law and after obtaining all necessary approvals from the authorities.

12.  A special resolution passed by the shareholders to authorize the Board of Directors to pay Zakat based on the recommendations of the Shariah Committee.  

13.  A special resolution passed by the shareholders to allocate an amount towards Corporate Social Responsibility and to authorize the Board of Directors to determine the beneficiary of the contributions, provided that the contributions shall not exceed 2% of the average net profit. The shareholders approved the Board Remuneration for the year 2015.

14.  The shareholders approved the remuneration for the board of directors for the year 2015

Following decisions were adopted in the Meeting:

1.      Reviewed and approved the report of the Company’s board of directors on the Company’s activities and financial position for the fiscal year ended on 31^st of December 2014.

2.      Reviewed and approved the report of Company’s Sharia Supervisory Board for the year ended 31 December 2014.

3.   Reviewed and approved the report of the Company’s auditor on the financial statements for the year ended 31 December 2014.

4. Reviewed and approved the Company’s budget and its profit and loss statement for the year ended on 31^st of December 2014.

5.  Discharge the Company’s board members, Shariah Committee Members and its auditors from liability with respect to the financial year ended on 31st of December 2014. 

6. Price Waterhouse Coopers were selected as the company's auditors for the fiscal year 2015; and their fees in the amount of AED 127,000 were approved.

7. The following Shariah Committee Members were reappointed:

1. Dr. AbdulNaser Abu Al Basal

2. Dr. Abdul Sattar Abu Ghuddah

3. Mufti M. Hassan Kaleem

8. The following Board of Directors were elected for three years:

1. HE Mr. Abdulla Bakheet AlMarar:     15.21%
2. Mr. Khalifa AlKhoori:                          14.05%
3. Mr. Abdulla Subhi Atatreh                  14.05%
4. Mr. Ahmad Kilani                                14.05%
5. Mr. Ahmed Brouk Al Hamiri               14.05%
6. Mr. Mohammad AlHawari                 14.05%
7. Mr. Zafar Habib Khan                                     14.05%