AGM Approved Distributing Cash Dividends of 6% of the Nominal Value and Elected Board Members for a Three-year Tenure

 

April 15, 2019

 

“Aamal Company Q.P.S.C.” (Aamal), one of the GCC’s fastest growing diversified conglomerates, held its Annual Ordinary and Extra Ordinary General Assembly Meeting, after the quorum was achieved on Monday, April 15th, 2019 in Shangri La Hotel Doha.

 

H.E. Sheikh Faisal Bin Qassim Al Thani - Chairman of Aamal Company – welcomed the attendees saying:

 

“In the name of Allah Most Gracious Most Merciful, my dear guests, allow me to welcome you to the Annual Ordinary and Extra Ordinary General Assembly Meeting of Aamal Company. On behalf of the Board of Directors, it gives me great pleasure to share with you Aamal’s Annual Report for the year ending 31 December 2018. We are proud of our performance in 2018. Although the year saw a decline in revenue and net profit compared to the previous year, our performance was in line with expectations and impacted by already known medium-term factors. Our 2018 success demonstrates Aamal’s unwavering ability to remain one-step ahead of the competition through our ongoing investment, our ability to take advantage of the opportunities offered by the strength of the Qatari economy and our agility in responding to challenges.

 

Further, I would like to take a moment to express my gratitude and appreciation to the Board of Directors and the Executive Management for their boundless efforts and directorship in leading the company to achieve such growth during the year 2018.

 

I would also like to emphasize that without the wise leadership of the Government of Qatar and its efforts to overcome and manage the challenges the country has faced and committing to providing inordinate support to the private sector, we would not have been able to achieve the results we have achieved this year.

 

The Vice Chairman, Sheikh Mohamed Bin Faisal Al Thani will now read to you the Chairman’s report.

 

Thank you for your support and trust in us may peace and blessings of Allah be upon you.”

 

Then the AGM commenced according to the Agenda of the Extra Ordinary General Assembly Meeting as follows:

 

To discuss and approve the amendments to the Articles of Association of the Company in accordance with the requirements of the Corporate Governance Code for listed companies and legal entities issued by Qatar Financial Markets Authority’s (QFMA) Board directive no. (5) for the year 2016 and the directives issued by QFMA regarding splitting the nominal value of the Company’s stock.

 

The General Assembly approved all amendments to the Articles of Association of the Company in accordance with the requirements of the Corporate Governance Code for listed companies and legal entities issued by Qatar Financial Markets Authority’s (QFMA) Board directive no. (5) for the year 2016 and the directives issued by QFMA regarding splitting the nominal value of the Company’s stock.

 

Referencing the above mentioned point (1) to authorize the Chairman of the Board, Sheikh Faisal Qassim Al Thani, to sign the new Articles of Association for the purposes of authenticating the new Articles of Association by the relevant authorities, and to approve the Chairman delegating the Company’s staff undertaking the necessary steps to complete the authentication and registration of the new Articles of Association with the relevant authorities.

Referencing the above mentioned point (1) the General Assembly authorized the Chairman of the Board, Sheikh Faisal Qassim Al Thani, to sign the new Articles of Association for the purposes of authenticating the new Articles of Association by the relevant authorities, and to approve the Chairman delegating the Company’s staff undertaking the necessary steps to complete the authentication and registration of the new Articles of Association with the relevant authorities.

 

By this, the Extra-Ordinary General Assembly Meeting has been completed.

 

Then, the assembly went on to discuss the agenda of the Ordinary Annual General Assembly meeting as follows:

 

To hear and approve Chairman’s report on the Company’s activities and the financial position for the financial year ended 31 December 2018, and hearing the Company’s future business plan.

 The General Assembly approved the Chairman’s report on the Company’s activities and the financial position for the financial year ended 31 December 2018, and the Company’s future business plan. Sheikh Mohammed Bin Faisal Al Thani, CEO and Managing Director Delivered the Chairman’s report as follows:

 

“We are proud of our performance in 2018. Although the year saw a decline in revenue and net profit compared to the previous year, our performance was in line with expectations and impacted by already known, medium-term factors. Our 2018 success demonstrates Aamal’s unwavering ability to remain one-step ahead of the competition through our ongoing investment, our ability to take advantage of the opportunities offered by the strength of the Qatari economy, and our agility in responding to challenges.

 

As noted in our quarterly results announcements throughout the year, Aamal continues to feel the impact of the reclassification of two business entities within the Industrial Manufacturing segment from subsidiaries to joint ventures, with a consequent change in their accounting presentation. This change will continue to impact our financial results until the first quarter of 2019, at which point the change will have fully annualised.

 

The year-on-year decline in revenue and net profit was also partly attributable to the Property segment, specifically the continuing redevelopment of our flagship ‘City Center Doha’ shopping mall. This work continues to progress to schedule and will significantly enhance the longer-term performance of the shopping center, despite the short-term impact.

 

We continue to pursue a long-term investment approach and remain alert to new value-creating opportunities to support profitable growth for our shareholders. For example, in early 2018 we embarked on three new major industrial projects through Senyar Industries Qatar Holding subsidiary for the production of copper, aluminium, and drums. These will further strengthen our industrial manufacturing base and facilitate synergies across our operations.

 

Our Trading and Distribution segment delivered a particularly strong performance across the year led by Ebn Sina Medical, a fully owned subsidiary and Qatar’s leading provider of pharmaceuticals, hospital supplies and consumer health products. Aamal’s Managed Services segment also saw positive results, particularly in terms of operational efficiency, led by ECCO Gulf and Aamal Services.

 

It is against this backdrop that I am delighted to announce that Aamal’s Board of Directors has recommended a cash dividend of QAR 0.60 a share, subject to approval at the Annual General Assembly Meeting, which took place on 15 April 2019.

 

The General Assembly will also discuss Aamal’s plans to implement a 10 for 1 stock split in compliance with the stock split directive issued by the Qatar Financial Market Authority (QFMA) to all Qatar Stock Exchange (QSE) listed companies. This market-wide initiative aims to make trading in QSE-listed shares more accessible and attractive to retail investors, and to improve liquidity and trading volumes on the QSE. The stock split will divide each share with a nominal value of QAR 10.0 into 10 shares each with a nominal value of QAR 1.0, thereby increasing Aamal’s total number of shares from 630,000,000 to 6,300,000,000 shares and leaving the total value of Aamal’s paid-up capital unchanged at QAR 6.3 billion.

 

Owing to the tremendous efforts of Aamal’s management team, we have further enhanced our compliance with the new corporate governance code, ensuring that Aamal’s leadership will continue to drive and deliver long-term excellence. In 2018, we finalised the restructuring of our Board with key changes including the addition of three independent directors. The breadth and depth of experience they provide positions the Board extremely well to lead the Company forward. We also successfully completed the design for our internal controls processes, which I am positive, will have a valuable impact on our operations.

 

Turning to our broader market environment, Aamal remains well positioned in one of the world’s fastest growing and most successful economies. In 2018, the QSE rebounded significantly and was the second-best major stock market in the world in terms of performance. It saw a surge in foreign net inflows, demonstrating the confidence in the outlook for Qatar amongst foreign investors. Furthermore, as per the Global Entrepreneurship Monitor (GEM) Report, Qatar topped the Global Entrepreneurship Environment Index.

 

Looking ahead, I remain confident in Aamal’s future, with the Company’s resilient and diversified business model supported by a clearly defined long-term strategy helping us to achieve sustainable growth for our shareholders. We will continue to explore new opportunities, using our first mover advantage to introduce innovative projects and supporting our beloved country in achieving its National Vision under the wise leadership of the Emir, Sheikh Tamim bin Hamad Al Thani, and the Government of Qatar.

 

Finally, I would like to take this opportunity to thank our esteemed Board of Directors, respected partners, valued shareholders, management, staff and all other stakeholders across the Aamal Group for their tremendous work, commitment and passion throughout 2018. This has allowed Aamal to successfully grow and develop and I have huge confidence in our people to continue delivering on this trajectory through 2019.”

 

To hear and approve the External Auditor’s report on the Company’s Financial Statements for the year ended 31 December 2018

 The General Assembly approved the External Auditor’s report on the Company’s Financial Statements for the year ended 31 December 2018.

 

To discuss and approve the Company’s Financial Statements, profits and losses for the financial year ended 31 December 2018.

 The General Assembly approved the Company’s Financial Statements, profits and losses for the financial year ended 31 December 2018.

 

-        Financial Highlights

 

Total revenue down 19.8% to QAR 1,286.6m (2017: QAR 1,604.2m), primarily due to the reclassification of two business entities within the Industrial Manufacturing segment from subsidiaries to joint ventures from 1 April 2017

 

Gross profit down 14.4% to QAR 467.2m (2017: QAR 545.6m)

 

Net profit before share of net profits of associates and joint ventures, accounted for using the equity method and fair value gains on investment properties (“net underlying profit”) down 17.4% to QAR 347.6m (2017: QAR 421.0m)

 

Net underlying profit margins have increased by 0.7 percentage points to 27.0% (2017: 26.3%)

 

Share of net profits from associates and joint ventures accounted for using the equity method decreased 2.0% to QAR 100.0m (2017: QAR 102.0m)

 

There were no fair value gains on investment properties during 2018, or in 2017

 

Total Company net profit1 down 14.4% to QAR 447.6m (2017: 523.1m), with net profit attributable to Aamal equity holders down 11.1% to QAR 445.3m (2017: QAR 500.9m)

 

Reported earnings per share decreased 11.3% to QAR 0.71 (2017: QAR 0.80)

 

Net capital expenditure up 172.0% to QAR 289.6m (2017: 106.5m), reflecting variations in contractor billing profiles that are milestone-based

 

Total Company net profit is before the deduction of net profit attributable to non-controlling interests

 

To discuss and approve the proposal of the Board of Directors to distribute cash dividends equaling 6% of the nominal value of each share of the Company to the current shareholders that own Company shares at the close of the trading hours on the date of holding the Annual General Assembly of the Company which took place on April 15th 2019.

 

The General Assembly approved the proposal by the Board of Directors to distribute cash dividends equaling 6% of the nominal value of each share of the Company to the current shareholders that own Company shares at the close of the trading hours on the date of holding the Annual General Assembly of the Company which took place on April 15th 2019.

 

To discharge Members of the Board of Directors from their directorship responsibilities having been met for the financial year ended 31 December 2018 and to determine their bonus.

 

The General Assembly approved discharging Members of the Board of Directors from their directorship responsibilities having been met for the financial year ended 31 December 2018 and approved their bonus, which was set at QAR 1,800,000 divided in the following manner:

 

To discuss and approve the Company’s Corporate Governance Report for the year 2018.

 

The General Assembly approved the Company’s Corporate Governance Report for the year 2018.

 

To elect board members that shall serve for a three-year period starting from April 15th, 2019 until the date of holding the Company’s Annual General Assembly for the year ending 31 December 2021.

 

The Board nominated the following 9 candidates to present to the General Assembly for elections during the AGM proceedings:

 

HE Sheikh Faisal Bin Qasim Al Thani                            (In his personal capacity)

HE Sheikh Mohammed Bin Faisal Al Thani                   (In his personal capacity)

HE Sheikh Jabr Bin Abdulrahman Al Thani                   (representing Al Faisal Holding)

Mr. Kamel Al Agla                                                          (representing City Limousine Company)

HE Sheikh Abdullah Hamad Jassim Faisal Al Thani      (representing Al Jazi Real Estate)

HE Sheikha Al Jazi Bint Faisal Al Thani                        (Al Rayyan International Educational)

HE Faisal bin Abdullah bin Zayed Almahmoud             (in his personal capacity – Independent)

HE Sheikh Faisal Fahad Jasim Al Thani                         (in his personal capacity – Independent)

Mr. Yousef Bin Rashed Alkhater                                    (in his personal capacity – Independent)

 

The General Assembly elected by default the above mentioned nominees. The board members shall serve for a three-year period starting from April 15th 2019 till the date of holding the Company’s Annual General Assembly for the financial year ending December 31st 2021.

 

To appoint the External Audit for the Financial Year of 2019 and decide their fees.

The General Assembly approved appointing Price Waterhouse Coopers as the Company’s External Auditor for the Financial Year 2019 and set their fees for the external audit services for the financial year 2019.