Dear Shareholders of the Company, the Board of Directors is honored to invite you to attend the Extra Ordinary General Assembly meeting of Barwa Real Estate Company (QSC) scheduled to be held on Tuesday 25 October 2016
. In the case there was not quorum, a second meeting will be held on Monday 31 October 2016 at the same time and place to discuss the below agenda:
Salah Bin Ghanim Al Ali
Chairman
Agenda for the Extra Ordinary General Assembly
1. Approve the amendment of the Articles of Association of the Company in line with the rules of the Commercial companies' law number 11 of the year 2015, and in the form approved by the Ministry, as per the suggested updated AOA draft available on the Company website "www.barwa.com.qa".
2. Approval on the rephrasing of Article 6 of the current Articles of Association to become: The authorized capital of the Company shall be three billion eight hundred and ninety-one million and two hundred forty-six thousand three hundred and seventy (3,891,246,370) Qatari Riyals, divided into three hundred and eighty-nine million one hundred twenty-four thousand and six hundred thirty-seven (389,124,637) shares, one of these shares is a preferred share owned by Qatari Diar for Real Estate Investment company. The nominal value of each share is ten Qatari Riyals.
Annexes:
- The capital has been amended to be two billion and five hundred million (2,500,000,000) Qatari Riyals by virtue of the Extraordinary General Assembly's resolution dared 16/01/2008.
- The capital has been amended to be two billion and six hundred twenty-five million (2,625,000,000) Qatari Riyals by virtue of the Extraordinary General Assembly's resolution dared 13/03/2008.
3. Approval on adding the following articles to the AOA of the Company in line with the requirements of the Corporate Governance Code issued by Qatar Financial Markets Authority:
- After the closing of the nomination date, any shareholder has the right to submit a request for obtaining information about the nominees to the Board membership of the Company, related to their work experience, educational, technical, and professional qualifications through submitting an official request to the Board Secretary, and shall obtain a reply within one working week from the date of submittal.
- In the occasion where a shareholder or group of shareholders have reached an agreement to sell shares in the company equal to or exceeding (50%) of the total paid up capital, this agreement shall not be enforceable unless other shareholders are given the chance to exercise their tag-along rights.
4. Authorize the Chairman of the Board of Directors with all the necessary powers to implement the resolutions of the EGM and complete all the required procedure in that regard.
Notice:
- The esteemed shareholders are kindly requested to arrive at the meeting hall with their identification documents and authorization letters (if applicable) at least 2 hours prior to the meeting time, in order to facilitate the registration procedures. Any shareholder who is not able to attend the EGM may authorize another shareholder in writing to attend on his/her behalf. The agent must be a shareholder (other than BOD members), and in all cases the number of shares held by an agent in this capacity should not exceed 5 % of the company's shares. Representatives of Companies should present an authorization letter stating their mandate to attend the meeting and authorizing them to represent those companies.
- Copies of the proposed AOA update draft can be obtained from Barwa Headquarters, Suhaim bin Hamad Street, Al Sadd, or from the company website www.barwa.com.qa. Copies will also be available at the EGM meeting.
