Qatar General
Insurance Announces agenda of AGM/EGM Due on 21/03/2017
March 01, 2017
Qatar General Insurance and
Reinsurance Company announces the agenda for its Ordinary and
extraordinary General Assembly Meeting, to be held on Tuesday,
21st March 2017 at Al-Ruwaq Ballroom at Marriott Hotel at
6:30PM. In case the required quorum was not met, a second
meeting will be held on Monday, 27th March 2017 at the same time
and venue to consider the following agenda:
Agenda of the Ordinary
General Assembly:
1-
Discussing and approving the Board of Director’s Report
on the Company’s activities and its financial position for the
financial year ended December 31st, 2016 and the Company’s
future plans.
2-
Hearing and approving the External Auditor’s Report on
the Company’s balance sheet and the accounts for the financial
year ended December 31st, 2016.
3-
Discussing and approving the financial statements and
profit & loss accounts for the financial year December 31st,
2016.
4-
Approving the Board of Director’s proposal to distribute
to the shareholders cash dividends at the rate of (15%) of the
nominal value of the share (equivalent to QAR 1.5 per share).
5-
Discharging the members of the Board of Directors from
liability for the financial year ended December 31st, 2016 and
fix their remuneration.
6-
Discussing and approving the Company’s Corporate
Governance Report for the year 2016.
7-
Appointing the External Auditors for the financial year
2017 and determining their fees.
8-
Election of the members of the Board of Directors for the
period (2017-2019).
Agenda of the Extraordinary
General Assembly:
1-
Approving the amendment of Article (7) of the Articles of
Association of the Company relating to the shares and bonds to
comply with the decision of Qatar Central Bank No. (1) for the
year 2016, after obtaining the approval of the concerned
authorities to read before and after amendment as follows:
Article (7) – Before
Amendment:
The shares shall be
indivisible, however if the share is owned by more than one
person, they shall appoint one person to represent them towards
the rights related to the share. The partners in the share
shall be jointly responsible for the obligations resulting from
the ownership of the share.
It shall not be permitted
to issue a share for less than its nominal value. However, the
share may be issued at a higher price than its nominal value if
so stipulated by the Articles of Association of the Company or
approved by an Extraordinary General Meeting of the Company. In
such a case, the difference shall be added to the legal reserve.
Non-Qatari investors are
allowed to own not more than 49% of the shares of the Company as
stipulated by Law no. (9) of the year 2014, amending some
provisions of Law no. (13) for the year 2000, to organize the
non-Qatari capital investment in the economic activity.
Article (7) – After
Amendment:
The shares shall be
indivisible, however if the share is owned by more than one
person, they shall appoint one person to represent them towards
the rights related to the share. The partners in the share
shall be jointly responsible for the obligations resulting from
the ownership of the share.
It shall not be permitted
to issue a share for less than its nominal value. However, the
share may be issued at a higher price than its nominal value if
so stipulated by the Articles of Association of the Company or
approved by an Extraordinary General Meeting of the Company. In
such a case, the difference shall be added to the legal reserve.
Non-Qatari investors are
allowed to own not more than 49% of the shares of the Company as
stipulated by Law no. (9) of the year 2014, amending some
provisions of Law no. (13) for the year 2000, to organize the
non-Qatari capital investment in the economic activity.
Pursuant to Decision no.
(1) for the year 2016 issued by the Board of Directors of QCB,
total shares directly or indirectly owned by a single
shareholder whether such shareholder is a natural or legal
person, must not exceed 5% of the Company’s total capital
shares. Nevertheless, a single shareholder, whether natural or
legal person, may hold up to 10% of the Company’s total capital
shares provided that a prior approval is obtained from QCB.
State owned or controlled
entities are exempted from the stipulations of decision no. (1)
of the year 2016 (i.e. Ministries, Public organizations & other
governmental entities or organizations whose budget is attached
to that of the state, and state shareholder companies of no less
than 51% of its capital), Qatar Foundation for Education,
Science & Community Development, General Retirement & Social
Insurance Authority, Qatar Investment Authority and Qatar
Holding Company, with the necessity of revealing the same to
QCB.
2. Approving the amendment
of the Company’s Articles of Association to comply with QCB and
Regulations For Financial Institutions issued under law no. (13)
of the year 2012, and Commercial Companies law no. (11) for the
year 2015, by adding the following paragraph to the “Preamble”
in the Company’s Articles of Association: “Subject to the
Commercial Companies law no. (11) for the year 2015, the QCB and
Regulations of Financial Institutions issued by virtue of law
no. (13) of the year 2012, shall apply on the financial services
provided by the Company, and as well in case of merging or
liquidation.”
2.
Authorizing the Chairman of the Board of Directors or
Vice Chairman to solely sign all required documents necessary to
amend the Company’s Articles of Associations, as above
mentioned.
Please note that the agenda
of the Ordinary and extraordinary General Assembly Meeting and
the financial statements are subject to the approval of Qatar
Central Bank.
Notes:
•
This published invitation announcement in local
newspapers, Qatar Stock Exchange website and the Company’s
website shall be deemed a legal invitation for all shareholders.
•
Shareholders must bring their ID cards and proxies (or
Delegation letter in case of Companies’ Representatives), one
hour before the starting time of the meeting to ensure timely
registration.
•
Should the shareholder be not able to attend in person,
he can authorize another company shareholder to attend via a
proxy (which can be found in the Company premises), after
proving his capacity as a shareholder.
•
It is not permitted to nominate a non-shareholder in the
Company, or members of the Board of Directors.
•
The number of shares possessed in accordance to the proxy
may not exceed 5% of the Company shares.
•
Should the delegating shareholder be a natural person
residing abroad the state of Qatar, the proxy is to be attested
by the Qatari Embassy in that country.
•
Should the shareholder be a legal corporate entity
(Company, Authority, Organization), a written proxy signed and
stamped by the shareholder is required, attached with a copy of
the Company’s Commercial Registration.
•
Should the delegating shareholder be a corporation abroad
the state of Qatar, the proxy is to be approved by the Company’s
representative, attested by the Qatari Embassy in that country
and attached with a copy of the Commercial Registration of the
Company.
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