Vodafone Qatar Announces Agenda of its AGM
and EGM That Will take on 19/03/2018
March 1, 2018
Vodafone Qatar announced that its Ordinary
and Extraordinary Assembly meetings will be convening on March
19, 2018 at 5:30 pm at the Four Seasons Hotel – West Bay - Al
Daibel Hall.
In the event a quorum is not met, a second
meeting will be held on Sunday, 25 March 2018, at the same time
and venue mentioned above.
Agenda for the Annual General
Assembly
1.
Review and approve the Board of Directors’ report of the
Company’s activities and its financial position for the nine (9)
month period ended 31 December 2017 and its future plans.
2.
Review and approve the External Auditor’s report on the
Company’s Accounts for the nine (9) month period ended 31
December 2017.
3.
Discuss and approve the Company’s Balance Sheet and the Profit
and Loss Accounts for the nine month (9) month period ended 31
December 2017.
4.
Review and approve the proposal of the Board of Directors
regarding the distributable profits for the nine (9) month
period ended 31
December 2017.
5.
Discharge the members of the Board of Directors from any
liability and discuss their remuneration for the nine (9) month
period ended 31 December 2017.
6.
Review and approve the Company’s Corporate Governance Report for
the nine (9) month period ended 31 December 2017.
7.
Appoint the External Auditor of the Company for the financial
year 2018 and fix their fees.
Agenda for the Extraordinary
General Assembly
1.
Approve (subject to obtaining all relevant regulatory approvals)
a reduction in the share capital of the Company from QAR
8,454,000,000 to QAR
4,227,000,000 by means of reducing the nominal value of the
shares of the Company from QAR 10 per share to QAR 5 per share
in accordance with the relevant provisions of Articles 201 to
204 of the Commercial Companies Law, and the Articles of
Association of the Company and to approve that any further
remaining losses up to a maximum amount of QAR 45 million be
set-off by making a payment from the Company’s distributable
reserves;
2.
Approve (subject to obtaining all relevant regulatory approvals)
the proposed changes to Articles 6, 7, and 8 of the Company’s
Articles of Association (“AoA”) in order to reflect the capital
reduction and the change in the nominal value of the shares;
3.
Approve the extension of the Term of the Company to sixty (60)
years from the date of the grant of the License to Provide
Public Mobile Telecommunications Networks and Services in the
State of Qatar (the “License”) being
29 June
2008, based
on the
extension to
the License
so that it now expires on 28 June 2068 so that the Term of the
Company is in line with the term of the License. Article 5 of
the AoA shall be amended so that the Term of the Company is
aligned with the Term of the License;
4.
Subject to and conditional upon the completion of the previously
publicly announced transaction (namely the sale by Vodafone
Europe B.V. (“Vodafone Europe”) to Qatar Foundation for
Education Science and Community Development (“Qatar Foundation”)
of its entire shareholding in Vodafone and Qatar Foundation LLC
(the “Private Founder”) so that Qatar Foundation becomes the 100
per cent. shareholder in the Private Founder (the
“Transaction”)), and in particular the satisfaction of all
conditions (the “Conditions”) set out in a conditional share
purchase agreement dated 26 February 2018 entered into between
Vodafone Europe and Qatar Foundation (the “SPA”):
a.
Approve the amendment to the structure of the Board of Directors
of the Company so that it be composed of seven (7) members, four
(4) of which will be appointed by the Private Founder and the
remaining three (3) Directors will be independent members
elected by the shareholders of the Company. The current
structure of the Board of Directors will remain in place until
the expiry of the term of the current Directors on 25 July 2019;
and
b.
Approve (subject to obtaining all relevant regulatory approvals)
the proposed changes to Articles 29, 36 and 39 of the AoA in
order to reflect the change in the structure of the Board of
Directors of the Company.
In the event that the Transaction is not
completed (i.e. all Conditions have not been satisfied within
six (6) months from the date of the SPA being the period
specified in the SPA for satisfying all Conditions), the
amendments set out in paragraphs (a) and (b) above shall
not be
effected;
5.
Approve (subject to obtaining all relevant regulatory approvals)
the proposed changes to Article 41 of the AoA to allow for the
payment of a lump sum amount of USD1,500,000 (US Dollars One
Million Five Hundred Thousand) to be paid to the Members of the
Board of Directors in the event that the Company does not
achieve profits in any financial year. The allowance available
to each Board member shall not exceed USD200,000 and the
Chairman USD300,000 based on their attendance and committee
participation; and
6.
Authorize 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 decisions, including but not
limited to
signing
the amended and restated AoA, subject to obtaining all
necessary regulatory approvals.
Notes:
1.
Shareholders are requested to attend the meeting one hour before
the specified time, together with proxy forms (if applicable),
along with their
ID cards
in order
to complete
registration.
2.
Only shareholders, whose names have been registered in the
Company’s shareholder register with the Qatar Central Securities
Depository and who appear on the shareholder register issued on
the day of the AGA and EGA, are eligible to attend and vote.
3.
A natural shareholder who cannot attend the meeting in person
may appoint another shareholder in writing to attend on their
behalf. Please use the template available on our website
(www.vodafone.qa).
4.
A shareholder who is a natural person may not, in his own
capacity and/or as proxy, hold more than 25% of the number of
the deciding votes presented at the meeting.
This does not apply to representatives of corporate
bodies.
5.
The total number of shares held by proxy shall not exceed 5% of
the Company’s share capital.
6.
Corporate bodies may appoint anyone to be their representative.
Representatives of corporate bodies are requested to present a
signed and stamped authorization letter appointing them as
representatives of said corporate bodies at the meeting.
7.
Members of the Board of Directors cannot be appointed as
proxies.
8.
This invitation constitutes a legal announcement to all
shareholders without a need to send special invitations by post,
in accordance with the Commercial Companies Law No. (11) of
2015.
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