22-03-2021
Ezdan Holding Group announced the invitation of the Ordinary and Extraordinary General Assembly to convene on 06/04/2021, at the company's main headquarters in the West Bay region, electronically through ZOOM application at 05:30 PM. In the event that the quorum is not completed, an alternative meeting would be held on 04/20/2021, at the company's headquarters in West Bay, electronically via ZOOM application at 07:30 PM
First: The agenda of the Ordinary General Assembly meeting for the fiscal year ending 31/12/2020:
1- Hearing the speech of His Excellency the Chairman of the Board of Directors and discussing the report of the Board of Directors on the group’s activities and its financial position for the fiscal year ending 31/12/2020 and presenting the group’s future plan for 2021.
2- Discussing the auditors ’report on the company's balance sheet and financial position for the year ending 12/31/2020.
3- Discussing and approving the annual general budget of the group and the profit and loss account for the fiscal year ending 31/12/2020.
4- Discussing the recommendation of the Board of Directors regarding not distributing cash dividends.
5- Discussing and approving the Group Corporate Governance Report for the year 2020.
6- Discussing the auditor's report on the requirements of Article (24) of the Corporate Governance Law for Companies and Legal Entities Listed in the Main Market issued pursuant to QFMA Decision No. (5) of 2016.
7- Considering discharging the members of the Board of Directors from liability for the fiscal year ending 31/12/2020.
8- Presenting the tender regarding the appointment of auditor for the fiscal year 2021 and determining his fees.
Second: The agenda of the extraordinary general assembly meeting:
Clause 1: Approval of the proposed amendments and additions to the Articles of Association of Ezdan Holding Group to comply with the provisions of the Corporate Governance Law for companies and legal entities listed on the Market as follows:
Article (28) (1) bis
Before the amendment
Responsibilities of the Board of Directors
The board represents all shareholders, and shall exercise the necessary care in managing the company in an effective and productive manner in the interest of the company, partners, shareholders, and stakeholders, and achieve public benefit, investment development in the country, and community development, and it shall bear the responsibility of protecting shareholders from illegal or abusive actions and practices, or any actions or decisions that may harm them or work to distinguish between them or enable one group from another.
The Board bears its responsibility according to the following:
1- The board performs its duties responsibly, in good faith, seriousness and concern, and that its decisions are based on adequate information from the executive management, or any other reliable source.
2- The member of the board represents all shareholders, and he must abide by what is in the interest of the company, not in the interest of whoever represents him or whoever voted for him to be appointed to the board.
3- The Board determines the powers it delegates to the Executive Management, the decision-making procedures and the duration of the delegation, and determines the issues that it retains the authority to decide on.
4- Ensure that procedures are in place to familiarize the new board members with the company's work, especially the financial and legal aspects, in addition to training them if necessary.
5- Ensure that the company provides adequate information about its affairs to all board members in general and to non-executive board members in particular, in order to enable them to carry out their duties and tasks efficiently.
Article (28) (1) bis
After amendment
Responsibilities of the Board of Directors
The board represents all shareholders, and shall exercise the necessary care in managing the company in an effective and productive manner in the interest of the company, partners, shareholders, and stakeholders, and achieve public benefit, investment development in the country, and community development, and it shall bear the responsibility of protecting shareholders from illegal or abusive actions and practices or any actions or decisions that may harm them or work to distinguish between them or enable one group from another.
The board bears its responsibility according to the following:
1- The board performs its duties responsibly, in good faith, seriousness and concern, and that its decisions are based on adequate information from the executive management, or any other reliable source.
2- The member of the board represents all shareholders, and he must abide by what is in the interest of the company, not in the interest of whoever represents him or whoever voted for him to be appointed to the board.