Reference to the above subject, the Ordinary & Extraordinary General Assembly of Estithmar Holding Q.P.S.C endorsed during its meeting held on 16th April 2023 the following resolutions:
First: The Extraordinary General Assembly results:
1. The Extraordinary General Assembly approved authorizing the Board of Directors of the company to approve, on behalf of 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 duration, including those that Its terms exceed three years, without financial ceiling, and under the conditions that the Board deems appropriate for the interest of the group and its subsidiaries and companies owned by it.
2. The Extraordinary General Assembly approved to authorize the Chairman and his deputy, individually or jointly, to open, close and manage the bank accounts of Estithmar Holding Q.P.S.C. or its subsidiaries or companies owned by it. They also have the right to sign on behalf of Estithmar Holding Q.P.S.C. and any of its subsidiaries, on 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 financial ceiling, and on the terms that the Board of Directors deems appropriate for the interest of the group and its subsidiaries or owned companies, and providing guarantees and solidarity guarantees Contracts for transfers of rights and mortgage contracts of all kinds on behalf of the company and its subsidiaries (registered in the State of Qatar or abroad) and signing them.
3. The Extraordinary General Assembly approved adding 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, in the interest of the company and any of its subsidiaries and companies owned by the company or any of its subsidiaries, whether inside the State of Qatar or Outside, 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 to open, close and manage bank accounts for Estithmar Holding Q.P.S.C. or its affiliated or owned companies They also have the right, on behalf of Estithmar Holding Q.P.S.C. and any of its subsidiaries or owned companies (registered in the State of Qatar or abroad), to sign financed and/or unfunded facilities contracts and loans from banks inside and outside the State of Qatar, whatever their duration is. Including those whose terms exceed three years and without financial ceiling, providing guarantees, solidarity guarantees, assignment contracts of rights and mortgage contracts of all kinds on behalf of the company and its subsidiaries and owned companies, and signing them.
4. The Extraordinary General Assembly approved amending Article (36) of the Company’s Articles of Association to read 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 a 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: The Ordinary General Assembly results:
1- The General Assembly approved the Board of Directors’ report about the Company’s activities, financial position during the year ended 31 December 2022, and the auditor’s report.
2- The General Assembly the Balance Sheet statement and Profit or Loss statement.
3- The General Assembly approved the Governance Report.
4- The General Assembly approved the recommendations of the Board of Directors not to distribute dividends for the financial year 2022.
5- The General Assembly approved discharging the members of the Board of Directors from any liability relating to their directorship duties and responsibilities and approved not to pay bonus to the Chairman & BOD due to the non-distribution of profits for the fiscal year ending on December 31, 2022.
6- The General Assembly approved the appointment of Russell Bedford & Partners as the Auditors for the financial year ending 31 December 2023 and approved their fees as per the Board’s recommendations.
7- The General Assembly agreed that The View Hospital W.L.L. will purchase the property currently leased from the company and occupied as The View Hospital (purchase includes buildings and medical equipment) from the owner of the property, Lanuras Trading & Contracting Company. The General Assembly authorized Mr. Abdullah Al-Darwish, a member of the Board of Directors, to negotiate with the property owner regarding the terms and conditions of the sale and purchase agreement, provided that the purchase price does not exceed 2.06 billion QAR, and authorized him to take the necessary procedures such as signing the sale and purchase agreement and any other agreements, contracts and documents, including an agreement to transfer the debt on the real estate in favour of the company, according to what the company deems appropriate and after obtaining the required approvals for that from the competent authorities
