TASNEE Board Invites Shareholders for the 1st Meeting of the 22nd Ordinary General Assembly Meeting
12/20/2017






The Board of Directors is pleased to call the Company’s shareholders for the meeting of the 22nd Ordinary General Assembly scheduled to be held on Sunday 31 December 2017 corresponding to 13/04/1439H at 7:30 p.m. at the Company’s headquarter situated in the Business Gate , Building No. C3, Qurtuba District, Eastern Ring Road, Riyadh, Kingdom of Saudi Arabia (location https://goo.gl/maps/VXq9o4dhC1B2). The meeting shall address and discuss the following agenda:

1-Voting on entering into a conditional agreement dated 21 February 2017 (25/05/1438H) with TRONOX Limited A.C.N (153 348 111), a public joint stock company duly organized under the laws of the State of Western Australia and listed on the Stock Exchange of the State of New York in the United States of America (“TRONOX Company”), with respect to the sale by the National Titanium Dioxide Company Limited , having the Commercial Registration No. 4030062296 (“Cristal”) (which TASNEE holds 79% of its shares) of the Titanium Dioxide business and assets in the Kingdom of Saudi Arabia and abroad in favor of TRONOX Company against an amount of SAR 6,274,000,000 (six billion two hundred seventy four million Saudi Riyals) in addition to the issuance of 37,580,000 new shares of Class A for Cristal in TRONOX Company which represent 24% of the TRONOX Company’s capital after consummation of the deal. 

2-Voting on the transactions and contracts that shall be concluded between the National Titanium Dioxide Company Limited, having the Commercial Registration No. 4030062296 (“Cristal”) and TRONOX Limited A.C.N Company (153 348 111), in which two of Tasnee Board of Directors have interests, i.e. Dr. Talal Ali Al-Shae’r (in his personal capacity) and Mr. Ibrahim Ali Al-Qadhi (in his capacity as a representative of the Gulf Investment Corporation in TASNEE’s Board of Directors) considering that Dr. Talal Ali Al-Shae’r owns 1% of the capital of National Titanium Dioxide Company Limited (Cristal), and that Mr. Ibrahim Ali Al-Qadhi is a representative of the Gulf Investment Corporation which owns 20% of the capital of Cristal, and then license for such transactions, although there have been no preferential conditions for the two named Directors in this deal which are represented in a conditional agreement for the sale of the businesses and assets of the Titanium Dioxide activity in the Kingdom of Saudi Arabia and abroad in favor of TRONOX Company against an amount of SAR 6,274,000,000 (six billion two hundred seventy four million Saudi Riyals) in addition to the issuance of 37,580,000 new shares of Class A for Cristal in TRONOX Company which represent 24% of the TRONOX Company’s capital after consummation of the deal.

3-Voting on updating the regulations of the Remuneration and Nominations Committee. 

4-Voting on the regulations of the Board of Directors’ membership policy, criteria and procedures. 

5-Voting on the policy for remunerations of the Board of Directors’ members and the committees that emanate from the Board as well as for the remunerations of the Executive Management. 

Each of the shareholders listed on the Company’s Shareholder’s Register filed with the Securities Depository Center Company (Edaa Center) at the end of the trading session that precedes the general assembly meeting shall have the right to attend this meeting pursuant to the laws and regulations. A validly convened meeting of the assembly shall require attendance of a number of shareholders representing at least 25% of the capital for the first meeting. The Second meeting shall be held one hour after the time scheduled for the first meeting (if the quorum has not attended in the first meeting). The quorum for the second meeting shall be attained by attendance of any number of shares represented in the meeting. The votes shall be counted on the basis of one vote for each share represented in the meeting. The shareholders are kindly requested to appear at the Company’s headquarter in sufficient time before the meeting so that they can complete their registration process. The shareholders who shall be unable to attend on time and desire to appoint proxies (who are not members of the Board of Directors or employees of the Company) are kindly requested to send copies of their proxies/authorizations at least two days prior to the meeting. The proxies should be certified by the Chamber of Commerce and Industry, a bank, persons who are licensed to practice authentication duties or the Notary Public. The copies of proxies shall be sent to the following address: TASNEE, the Business Gate, Building No. C3, Qurtuba District, Eastern Ring Road, Riyadh, Kingdom of Saudi Arabia.

Electronic voting shall be made available for shareholders who are registered at the Tadawulaty services website. The date and time of commencement of electronic voting shall be designated in a subsequent announcement. We would like to draw attention of the shareholders that they should present the original proxy and the national identification card (ID) (whether they attend in person or by proxy) on the day of the Assembly meeting. To obtain the form of proxy for attending the Assembly meeting, kindly contact the Investors Relations Department at the address:  P. o. Box 26707, Riyadh 11496 or telephone No. 417-4161, or visit the Company’s website www.tasnee.com  


Authorization for attending the Assembly Meeting

I, _________________ (shareholder/quadruple name) of_____ nationality, having the national identification card No.________ or resident permit (IQAMA) or passport No. _______ (for Non-Saudis) issued in__________, and in my personal capacity or as an authorized signatory for the Managing Director/Chairman of the Board of Directors of the Company________ (name of authorizing company) and the holder of the number of_______ shares in the National Industrialization Company, a Saudi joint stock company, having the Commercial Registration No. 1010059639 dated 7/5/1405H, and pursuant to the provisions of Article 15-2 of the Company’s Bylaws, hereby appoint and authorize ___________(quadruple name of the proxy) to represent me in attending the 22nd Ordinary General Assembly meeting which shall be held in Riyadh at the  headquarters of TASNEE, Business gate, Building C3, Qurtoba District, Eastern Ring Road, Kingdom of Saudi Arabia at 7:30 p.m. on Sunday 31 December 2017 (13/4/1439H). I have authorized him to vote on my behalf on the topics listed on the agenda of the meeting and other topics that may be put to the vote by the General Assembly, and to sign on my behalf all resolutions and documents pertaining to such meetings. This proxy shall be valid for this meeting or any subsequent adjourned meeting thereto.

 

Capacity of the signor of the proxy:

Civil Registration (ID) No. of the signor of the proxy (or Iqama or passport no. for Non-Saudis):

Name of the signor of the proxy:

Signature of the Principal (authorizer):

Stamp (if the owner is a body corporate):