Baladna Food Industries Co. (QPSC-under Incorporation) Announces the Resolutions of Its Constitutive Assembly General Meeting

27 November 2019

The Constitutive Assembly General of Baladna Food Industries Co. “Baladna”, in its meeting held Tuesday, 26 November 2019 at quorum, has discussed all the items listed on its agenda and has taken the following resolutions:

1.    The report on the Company’s incorporation and the expenses involved.

The Assembly General listened to the report detailing the operations and expenses involved for the incorporation and has ratified the same.

2.      Ratification of the Company’s Bylaws and Articles of Association

The Assembly General has ratified the Company’s Bylaws and Articles of Association.

3.      Ratification of the valuation of the In Kind portions offered by the founders

The Assembly General listened to the founders’ report on the valuation of the In Kind portions offered by the founders, presented by Messrs: PricewaterhouseCoopers Qatar and Rödl & Partner. The Assembly has ratified the evaluation of the fair market value of the In Kind portions offered by the founders at QAR 475,250,000/- provided these share do not include a premium or goodwill, however, they are discounted in value in favor of the shareholders.

4.      Ratification of the appointment of the initial Board of Directors and the Board advisor:

The Assembly has ratified the appointment of the first Board of Directors in accordance with the provisions of article 96 of the Qatari Corporate Law No 11 of 2015 which permits the appointment of the first Board of Directors. The Directors are as follows:

1. Mr. Mohamad Moataz Mhd Ruslan Al-Khayyat      Chairman of the Board
2. Mr. Mohammed Badr Al-Sada                                    Vice Chairman
3. Sheikh Faleh Bin Nasser Bin Ahmad Al-Thani        Member
4. Mr. Hamad bin Abdullah bin Khalid Al-Attiyah     Member
5. Mr. Ramez Mhd Ruslan Al-Khayyat                         Member
6. Mr. Mazen Alsbeti                                                        Member
7. Mr. Aidan Tynan                                              Independent Member
8. Dr. Adnan Ali Staitieh                                     Board Advisor

5.      Ratification of the appointment of external auditors and determining their charges

The Assembly has ratified the appointment of Messrs. Moore Qatar as the Company’s external auditors for the financial year 2020 against professional charges of QAR 90,000/- in accordance with the provisions of article 141 of the Qatari Corporate Law/

6.      Authorization of the Board of Directors to take the required procedures to appoint Sharia’ah Supervisory Committee

Based on the Fatwa permitting the underwriting in the Company’s shares, the Assembly General has ratified the appointment of a Sharia’ah Supervisory Committee and authorized the Board to specify its tasks.

7.      Authorization of the Board of Directors to repurchase the Company’s shares when necessary and in accordance with the controls set by Qatar Financial Market Authority and to take the necessary actions in this respect.

The Assembly has authorized the Board of Directors to set a policy for the repurchase of the Company’s shares when necessary and in accordance with the controls set by Qatar Financial Markets Authority and to take the needed actions in this regards.

8.      The final declaration of the constitution of the Company

Following the completion of the above-mentioned items, Mr. Mohamad Moataz Al-Khayyat, Chairman of the Board of Directors, announced the final completion of all constitutional procedures of the company and concluded the meeting.