Estithmar Holding Q.P.S.C. announced the results of the Ordinary and Extraordinary General Assembly meeting held on 04/16/2023, where the following was approved
First: Resolutions of the Extraordinary General Assembly:
1. The Extraordinary General Assembly agreed to authorize the Board of Directors of the company to approve on behalf of the Estithmar Holding Company and its subsidiaries (registered in or outside the State of Qatar) or owned by it, to conclude facilities contracts funded and/or not funded by banks inside or outside the State of Qatar, whatever Its duration, including those exceeding three years, without a financial ceiling, and under the conditions that the Board deems appropriate for the interest of the Group and its subsidiaries owned by it.
2. The Extraordinary General Assembly agreed to authorize the Chairman and his deputy, individually or jointly, to open, close and manage bank accounts for Estithmar Holding Company Q.P.S.C. or its affiliated or owned companies, and they also have the right to sign on behalf of Investment Holding Company Q.P.S.C. Q. And any of its subsidiaries or owned by it on the facilities contracts financed and/or not funded by banks inside and outside the State of Qatar, whatever their duration, including those whose terms exceed three years and without a financial ceiling and on the conditions that the Board of Directors deems appropriate for the interest of the group and its subsidiaries or and submit guarantees, joint guarantees, transfer contracts of rights and mortgage contracts of all kinds on behalf of the company and its subsidiaries and owned companies (registered in the State of Qatar or abroad) and sign them.
3. The Extraordinary General Assembly agreed to add the Chief Executive Officer and Chief Financial Officer of Estithmar Holding Q.P.S.C. as authorized to sign security checks for any borrowing, of any value, whatever the amount, to the interest of the company and any of its subsidiaries and companies owned by the company or any of its companies subsidiaries, whether inside or outside the State of Qatar, as well as adding any of the Chief Executive Officer or Chief Financial Officer of Estithmar Holding Company Q.P.S.C. to sign jointly with any member of the Executive Committee for opening, closing and managing bank accounts of Estithmar Holding Company Q.P.S.C. Or its subsidiaries or owned by it. They also have the right on behalf of Estithmar Holding Company Q.P.S.C. and any of its subsidiaries or owned by it (registered in the State of Qatar or abroad) to sign financed and/or unfunded facilities contracts and loans from banks from within The State of Qatar and abroad, whatever its duration, including those whose terms exceed three years and without a financial ceiling, submitting and signing guarantees, joint guarantees, assignment contracts and mortgage contracts of all kinds on behalf of the company and its subsidiaries and owned companies.
4. The Extraordinary General Assembly approved the amendment of Article (36) of the Company’s Articles of Association to become as follows:
The Ordinary General Assembly determines the remuneration of the members of the Board of Directors, provided that the percentage of such remuneration does not exceed (5%) of the net profit after deducting legal reserves and deductions, and distributing a profit of not less than (5%) of the company’s paid-up capital to the shareholders.
In addition, a lump sum is distributed to the members of the Board of Directors, which is proposed by the Board to the Ordinary General Assembly, in the event that the company does not achieve profits, and in this case the approval of the Ordinary General Assembly is required, and the Ministry may set an upper limit for this amount. The General Assembly also authorized the Chairman of the Board of Directors to sign the amended bylaws and complete the official procedures necessary to document and register the amendment to the company's articles of association.
Second: Resolutions of the Ordinary General Assembly:
1. The General Assembly approved the Board of Directors' report on the company's activities and its financial position during the fiscal year ending on December 31, 2022, and the auditor's report.
2. The General Assembly approved the company's consolidated budget, which included the profit and loss account for the fiscal year ending on December 31, 2022.
3. The General Assembly approved and endorsed the corporate governance report.
4. The General Assembly approved the proposal of the Board of Directors not to distribute dividends for the fiscal year ending on December 31, 2022 to shareholders.
5. The assembly agreed to release the members of the Board of Directors from liability and take the decision not to distribute bonuses to the members of the Board of Directors due to the non-distribution of profits for the fiscal year ending on December 31, 2022.
6. The General Assembly approved the appointment of the auditor, Messrs. Russell Bedford & Co