Mannai
Corporation EGM Endorses All Items On Its Agenda
December 04, 2017
Mannai Corporation
announces that the Extraordinary General Assembly meeting Public
Shareholding Company was held in the evening of Sunday, 3rd
December, 2017, at Al-Wajba (3) Ballroom, Intercontinental
Hotel. The meeting resolved the following:
EGA Resolutions:
(1) Approving the Board
proposal to amend Mannai Corporation QPSC’s Amended Articles of
Association to be in line with the provisions of the Qatar
Financial Markets Authority (QFMA) Governance Code for Companies
& Legal Entities Listed on the Main Market of 2016 as follows:
1. Inclusion of the
following clause at the end of Article (20) of the Amended
Articles of Association:
“The Company shall disclose
its capital structure, any agreement concluded thereto, and the
shareholders who own, directly or indirectly, (5%) or more of
the shares.”
2. Inclusion of the
following clauses at the end of Article (32) of the Amended
Articles of Association:
“32.9 The Board shall
comply with the disclosure of dealings and transactions which
the company enters into with any “Related Party” and in which
such related party has an interest that may conflict with the
company’s interest.
32.10 The Board may enter
into loans that span more than three years and may sell or
mortgage real estate of the Company within the normal course of
Companies business. “
3. Inclusion of the
following clauses at the end of Article (36) of the Amended
Articles of Association:
“The Board shall:
a. Carry out its duties in
a responsible manner, in good faith and with due diligence.
b. Ensure that sufficient
Information about the Company is made available to all Board
members to enable them to discharge their duties.
c. Maintain a policy for
contracting with the related parties.
d. Maintain a Board Charter
determining Board functions and responsibilities and duties of
the Chairman and Board members, which Charter shall be published
on the company’s website.”
4. Inclusion of the
following clause at the end of Article 39 of the Amended
Articles of Association:
“The shareholder(s) who
owns at least (10%) of the Company's capital shall, for serious
grounds, be entitled to request an invitation to convene General
Assembly.”
5. Inclusion of the
following clause at the end of Article (46) of the Amended
Articles of Association:
“The shareholders in
general and Minorities in particular shall, in the event that
the Company conducted Major Transactions that might harm their
interests or prejudice the ownership of the Company's share
capital, have the right to object such transactions and enter
such objection in the minutes of the meeting, and to invalidate
the transactions to which they objected in accordance with
provisions of the law in this regard”
6. Inclusion of the
following clause at the end of Article (47) of the Amended
Articles of Association:
“The shareholder shall be
entitled to object to any decision deemed for the interest or
harm of a certain group of shareholders; or bring special
benefit for Board Members or others without regard to the
Company’s interest and be entitled to demonstrate this in the
meeting minutes and to invalidate the decisions to which such
shareholder objected in accordance with provisions of the law in
this regard.”
7. Inclusion of the
following clause at the end of Article (59) of the Amended
Articles of Association:
“The Company shall play its
role in the corporate social responsibility activities.”
(2) Authorizing Mr. Khalid
Mannai to take the procedures necessary for execution of
Assembly resolutions, including signing and attesting the
amended Articles of Association of the Company before the
concerned authorities.
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