OREANDA-NEWS. Mannai Corporation Company (Mannai) announces the results of the Ordinary and Extraordinary General Assembly Meetings held on Sunday, 22nd March, 2015, at Al Wajba Ballroom, Intercontinental Hotel, Doha and passed the following resolutions:

 First: Agenda of the Ordinary General Assembly

1.  Approving Director’s report on the Company activities and financial position for the year ended December 31, 2014, and the future plan.

2.  Approving external Auditor’s Report on the Financial Statements for the year ended December 31, 2014.

3.  Approving the Corporation’s financial statements for the year ended December 31, 2014.

4.  Approving the Board of Directors’ proposals for a cash dividend payment ofQR6 per share, being 60% of the nominal share value (QR10 per share).

5.  Absolving the Chairman and Board members for the year ended December 31, 2014 and approving payment of QR25,470,000 (Qatari Riyals twenty five million four hundred seventy thousand only) as remuneration for their services to the company during 2014.

6.  Approving Appointing the External Auditors for the year 2015 and fixing their remuneration at QR628,650(Qatari Riyals six hundred twenty eight thousand, six hundred fifty only) as per their quotation submitted to the company.

7.  Approving Corporate Governance Report for the year 2014 as distributed to the shareholders present at the meeting.

8.  Authorizing the Board of Directors to take all necessary procedures to implement resolutions of the Assembly.

Second: Agenda of the Extraordinary General Assembly:

1.   Approving cancellation of Article (22) of the existing Articles of Association of the Company due to repetition of this article in Article 24 thereof.

2.   Approving cancellation of Article (23) of the existing Articles of Association of the Company due to repetition of this article in Article 25 thereof.

3.   Approving amendment of Article (26) of the existing Articles of Association of the Company to read as follows after amendment:

Company shall be managed by a Board of Directors of 9 members, to be elected for a term of 3 years. A director may be re-elected more than once. The Procedures of nomination of the Directors shall be formal, strict and transparent. The nomination of the Directors shall take into account, among other things, the ability of the candidates to give a sufficient time to their duties as Directors, in addition to their skills, knowledge, experiences, professional technical and academic qualifications and their personalities. The Board of Directors shall include executive, non-executive and independent directors.

4.   Approving amendment of Article (27) of the Articles of Association to read as follows after amendment:

A Director shall not hold less than 20,000 (twenty thousand) shares. Nonetheless, the General Assembly may elect Directors from non-shareholders if interests of the company so require.

The nominee for the position of Independent Director shall not own in the company’s capital more than the shares required to guarantee his membership in the company’s Board of Directors.

The Director shall be qualified and shall have sufficient knowledge in administrative matters and the appropriate experience to carry out his tasks in an effective manner for the benefit of the company and shall also allocate sufficient time to carry out his work in all integrity and transparency in a way achieving the company’s benefit, goals, and purposes.

If a member of the Board of Directors is representing a company, corporation or an establishment, it shall solely have the right to dismiss such representatives or appoint others at any time.

5. Approving addition of the following clause at the end of Article 28 of the existing Articles of Association of the Company:

   The position of the Chairman of the Board and that of the CEO or any other executive position at the company shall not be combined

6.  Approving addition of the following clause at the end of Article 32 of the existing Articles of Association of the Company:

    The Board shall conduct an annual self-assessment of the performance of the Board in order to maintain or improve the effectiveness of the Board performance.

7.  Approving addition of the following clause at the end of Article 35 of the existing Articles of Association of the Company:

Any shareholder has the right to ask for information on the candidates to the membership of the Board before the election, including a description of the candidate’s professional and technical skills, experience and other qualifications.

8. Approving authorization of Mr. Khalid Ahmed Mannai, Director, with all the powers necessary for execution of the above resolutions and completing their procedures before official authorities in the State.