The EGM of Vodafone Endorses All Items on Its Agenda

October 19, 2017

 Vodafone Qatar Company announces the results of the Extra-Ordinary General Assembly held on Wednesday 18 October 2017  And discussed the below agenda:-

 1- Approved (subject to obtaining the relevant regulatory approvals) the proposed changes to the Company’s Articles of Association (“AoA”) in order to (including but not limited to):

a) Amend Article 73 to change the financial year-end of the Company to start on 1January and end on 31 December;

b) Amend Article 29.3 in relation to the procedures for the election of the Chairman;

c) Introduce activities to Article 3 related to the objects of the Company to expressly permit the Company to enter into potential financing arrangements and to grant security in respect of such financing arrangements;

d) Amend Article 7 of the AoA so that no natural or legal person shall, directly or indirectly, or through subsidiaries, funds, local or international investment portfolios, own more than 5% of the capital of the Company. The Founders Group(consisting of the Private Founder and Institutional Investors, including those who replace any of them under any legal act such as sale, gift, pledge and other conduct), Vodafone Group Plc and its subsidiaries, Qatari Government and its companies and establishments in which the Qatari Government owns not less than (51%) will be exempt from the aforesaid threshold;

e) Amend Article 30 of the AoA by adding new board membership conditions;

f) Amend Article 53 by:

a. adding a requirement for foreign incorporated companies, and foreign portfolios and funds to provide documentation setting out the full ownership details upon registration for attendance at such General Assembly meeting, in order to attend and vote in the General Assembly (whether an ordinary or extraordinary General Assembly meeting); and

b. setting out a prohibition for shareholders holding shares in breach of the 5% maximum threshold to vote using shares exceeding the said 5% threshold in the General Assembly (directly or through proxy). The Founders Group (consisting of the Private Founder and Institutional Investors, including those who replace any of them under any legal act such as sale, gift, pledge and other conduct), Vodafone Group Plc and its subsidiaries, Qatari Government and its companies and establishments in which the Qatari Government owns not less (51%)will be exempt from the aforesaid prohibition.

2. Authorized the Chairman of the Board, the Vice Chairman, the Company’s Chief Executive Officer (and/or whomever they may delegate) individually to complete the required formalities in relation to the aforementioned amendments to the AoA, including signing the amended and restated AoA, subject to obtaining the necessary regulatory approvals, and to agree with the Qatar Financial Markets Authority on the changes required to the AoA in order to ensure compliance with the new Corporate Governance Rules for Companies and Legal Entities listed on the Stock Exchange issued by the Qatar Financial Markets Authority Board Decision No. 5of 2016.