26-04-2022
Mannai Corporation announced the results of the Ordinary and Extraordinary General Assembly meeting held on 04/26/2022, as follows:
Resolutions of the Extraordinary General Assembly:
1. Approval of the Board of Directors’ recommendation to dispose of all the shares owned by the Assembly in Inetum S.A., a subsidiary of the corporation, to a group of investors led by “Bain Capital Private Equity” which includes “NB. Renaissance” and the management team of “Inetum SA” (the “Sell Transaction”) and authorizing the Board of Directors to take and carry out all actions and actions As necessary to complete the sale transaction, including the completion and approval of the terms, conditions and sale price, with a project value of 1.85 billion euros.
2. Authorizing the Board of Directors, the Chairman of the Board of Directors or any persons authorized by the Board of Directors (each as “Authorized Person”) to:
a. adopt any decision or take any action as may be necessary to carry out any and all decisions referred to above including, without limitation, the enforcement and signature of any documents and agreements in connection with the sale;
b. complete and agree to the terms and conditions of the sale transaction (including the sale price);
c. take any action in connection with the negotiation, execution, delivery, performance and approval of the applicable sales transaction documents as the authorized person deems necessary or appropriate along with any related documents;
d. giving, editing, agreeing to form, signing, initialing, executing (by hand-signing, stamping or as a voucher) sending and certifying the relevant sales transaction documents and any related documents including but not limited to letters, notices, certificates, Acknowledgments, receipts, authorizations, transfer forms, orders, releases, waivers, authorizations, appointments of agents for service of claims and other documents (whether of a similar nature or otherwise) as the authorized person alone and in his sole discretion is deemed necessary or desirable for the purpose of enforcement, fulfillment or completing or guaranteeing the performance and completion of the sale transaction;
e. Complete and agree to execute, carry out or ensure the execution and issuance on behalf of the Assembly of all other documents (including any press announcements or disclosures to the Qatar Financial Markets Authority or the Qatar Stock Exchange) and acts as necessary, required or desirable at the sole discretion of the authorized person to carry out the sale transaction and enforce it.
3. Approval of the amendment of the Association’s Articles of Association in order to update the Articles of Association to be in line with Law No. (8) of 2021 to amend some provisions of the Commercial Companies Law promulgated by Law No. (11) of 2015 (“Commercial Companies Law”) as proposed by the Board of Directors and subject to the approval of the Ministry trade and Industry.
4. Authorizing Mr. Khaled Ahmed Al-Mannai with all the necessary authorities to make the necessary amendments to the amended statute of the complex (including the authority to sign the final version of the amended statute) in coordination with the Ministry of Commerce and Industry and to complete the required procedures before all official authorities in Qatar, including: for example, but not limited to the Ministry of Justice.
Resolutions of the Ordinary General Assembly:
1. Approval of the report of the Board of Directors on the activities and future plan of the complex and its financial status for the financial year ending on the 31st of December 2021.
2. Approval of the auditor’s report on the financial statements for the financial year ending on the 31st of December 2021.
3. Approval of the annual budget and profit and loss account for the Assembly for the year ending on the 31st of December 2021.
4. Approval of the Board of Directors’ proposals regarding the distribution of cash dividends at a rate of QR 0.30 per share representing 30% of the nominal value of the share for the fiscal year ending on December 31, 2021.
5. Approval of the association’s corporate governance report for the year 2021.
6. Discharging the Chairman and members of the Board of Directors of their responsibilities for the financial year ending on the 31st of December 2021 and approving their remuneration in the amount of 12,930,000 Qatari Riyals.