Vodafone AGM Ratifies Agenda Items and Oks
Reduction of Company Capital
Vodafone Qatar announced the results of its Ordinary and
Extraordinary Assembly meetings that were held Monday, 19 March
2018. The assembly ratified the following:
Agenda for the Annual General Assembly
1.
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.
Approve the External Auditor’s report on the company’s Accounts for
the nine (9) month period ended 31 December 2017.
3.
Approve the company’s Balance Sheet and the Profit and Loss
Accounts for the nine month (9) month period ended 31 December
2017.
4.
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 approve their remuneration for the nine (9) month period
ended 31 December 2017.
6.
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.
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