07-04-2021
Ezdan Holding Group announced the results of the ordinary and extraordinary general assembly meeting held on 06/04/2021, where the following was approved:
First: The decisions issued by the Ordinary General Assembly for the fiscal year ending on 31/12/2020:
1- Approval of the Board of Directors report 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- Approval of the auditor's report on the company's balance sheet and financial position for the year ending 31/12/2020.
3- Approval of the group’s annual general budget and profit and loss account for the fiscal year ending 31/12/2020.
4- Approval of the Board of Directors ’recommendation not to distribute profits.
5- Approval of the Group Corporate Governance Report for the year 2020.
6- Approval of 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- Discharging the members of the Board of Directors from liability for the fiscal year ending 31/12/2020.
8- Approval of the appointment of Messrs. KPMG to audit the group's accounts for the year 2021 and determine his fees in the amount of (1,275,000 Qatari riyals).
Second: The decisions issued by the extraordinary general assembly meeting:
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, according to the following:
A- Article (28) (1) bis after amendment
Responsibilities of the Board of Directors
The board represents all shareholders, and it must 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 must 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 prefer one group to the detriment of another.
The Council 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- A 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, and the executive management submits periodic reports on its exercise of the delegated powers
4- Ensure that procedures are in place to familiarize the new board members with the company's business, 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.
6- The Board may sell and buy or mortgage real estate, sell and buy shares and movables or mortgage them, obtain financing and facilities from local or foreign banks, and sign all contracts, documents, agencies, transactions and other documents related to these finances, facilities and guarantees related to them and implement them (including any mortgages or guarantees Or transfer of real estate ownership, guarantees, right transfers, etc.
B_ Article (29) after amendment
The board of directors shall meet at the invitation of its chairman, and the chairman shall call the board to a meeting whenever requested by at least two of the members.
The meeting of the Board shall not be valid unless attended by the majority of the members, provided that one of them is the Chairman or Vice President.
C- Article (38) after amendment
The general assembly represents the shareholders and it convenes in the company’s center or in any other place determined by the board of directors in the city of Doha, and the board of directors may call the general assembly whenever the need arises, and the board must also call the general assembly to convene whenever requested to do so by a shareholder or shareholders who own what is not Less than (10%) of the capital.