Gulf Warehousing Company announced the resolutions of AGM & EGM Meeting held on Monday 04 February 2019.  The following resolutions were passed: 

AGM :

First: Management Report and Future Plan:
The AGM heard the management report on the company activities and its financial position for the year ended 31.12.2018.
 
Second: Discussion of Auditors’ report and Company’s Financial Statements:
The AGM heard the auditors’ report, by KPMG, on the company balance sheet and profit and loss account of the financial year ended 31.12.2018.
The AGM approved company balance sheet and profit and loss account of the financial year ended 31.12.2018, the AGM approved the Auditors’ Report on the Company’s Financial Statements.

Third: Discussion of Company’s Financial Statements & Bonus approval:
The AGM discussed the balance sheet and profit and loss account and agree on the distribution of cash dividends on the value of QR (1.9) per share by 19%.

Fourth: Absolving BOD Members from responsibilities for transactions:
The AGM absolved the BOD Member from responsibilities for transaction for the year ended 31.12.2018.

Fifth: Appointment of External Auditors for the year 2019:
The AGM decided to appoint Ernst & Young as External Auditors for the year 2019.

Sixth:  Corporate Governance Annual Report for 2018:
The AGM heard the Corporate Governance Annual Report for 2018.

All the attended shareholders approved all AGM’s conditions

 EGM :

Amend the Company Constitution in accordance with the laws and regulations of the Qatar Financial Markets Authority

1. Approval of the amend Article (2) of the Company Constitution to comply with the existing activities listed in the company’s Commercial Registry.
2. Approval of the amend Article (5) of the Company Constitution regarding the nominal value of shares, so it becomes:
Before: The nominal value of one share is (10) Qatari Riyals; the board of directors reserves the right to behave as it wills with fractions.
After: The nominal value of one share is (1) Qatari Riyal; the board of directors reserves the right to behave as it wills with fractions.
3. Approval of the amend Article (13) regarding the ownership rates in the Company Constitution so it reads as follows:
Before: The ownership rate of each shareholder may not exceed 25% of the total shares of the company…
After: The ownership rate of each shareholder may not exceed 35% of the total shares of the company…
4. Approval of the amend Article (25) to remove the names of the members of the board of directors.
5. Approval of the amend Article (26) which is related to the conditions of board member, bu adding:
No member of the board of directors may be a member of more than three shareholding companies headquartered in the State of Qatar. The chairman and vice-chairman may also not be members of more than two shareholding companies headquartered in the State of Qatar
To be a shareholder, and an owner upon his election or within thirty days from the date of his election a number of 200,000 shares of the company.
6. Approval of the amend Article (32) by adding one sentence; without need Extraordinary General Assembly.
7.Approval of the amend Article (33) regarding the board of director meetings so it complies with Article 14 of the Governance Code so it reads as follows:
Before: No board meeting is considered valid unless it is attended by half the board members…
After: No board meeting is considered valid unless it is attended by the majority of the members, and among them must be the chairman or the vice chairman.
8. Approval of the amend The same article must also be amended so it complies with Article 101 of the Corporate Code, so it reads as follows:
Before: No board meeting is considered valid unless it is attended by… no less than four attendees.
After: No board meeting is considered valid unless it is attended by… no less than five attendees.
9. Approval of the amend the same article to add the following terms:
Before: Board Resolutions are passed through a majority vote of board members present.
After: Board Resolutions are passed through a majority vote of board members and representatives present.
10. Approval of the amend Article (36) to add the following:
The chairman must sign these documents; one among the other board members may sign all these documents by virtue of a written authorization from the chairman.
11. Approval of the amend Article (48) to add a provision regarding the agenda of ordinary general meetings so it reads as follows:
Any proposal listed in the agenda by the board of directors must be looked into for a decision to be made; a proposal may be made while the ordinary general meeting is held provided that a number of shareholders possessing no less than 10% of the shares makes the proposal.

All the attended shareholders approved the amendments of company’s article of association.