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EMAARMALLS – Resolutions of General Assembly

Emaar Malls EMAARMALLS 7.88% 2.60 0.19

Meeting Date/Time

Tuesday, April 27, 2021 - 09:00 PM

Type of Meeting

General Assembly

Net Profit/Loss

706,000,000 AED

Cash Dividend

Bonus Share

New Issuance

Shares Split

Capital Deduction

Announcements/Resolutions

(1)    To approve the report of the Board of Directors on the activities of the Company and its financial position, the report of the auditors, and the consolidated financial statements of the Company for the fiscal year ending 31st December 2020 as presented to the shareholders during the Meeting.

(2)    To not distribute dividends to the Shareholders.

(3)    To pay a bonus to the non-executive members of the Board of Directors for the fiscal year ending 31st December 2020 of AED 650,000 (six hundred fifty thousand UAE Dirhams) for each non-executive member of the Board of Directors.

(4)    To approve the Board Remuneration Policy in accordance with Article (29) of the Governance Guidance whereby the Board Remuneration Policy shall be effective as of the fiscal year starting on 1 January 2021.

(5)    To discharge the members of the Board of Directors of the Company from liability for the fiscal year ending 31st December 2020.

(6)    To discharge the auditors of the Company from liability for the fiscal year ending 31st December 2020.

(7)    To appoint KPMG as external auditors for the Company for the year 2021 and to determine and approve their annual fees amounting to AED 200,000 (Two Hundred Thousand UAE Dirhams).

(8)    To ratify the appointment of Mr. Ahmad Abdulrahim Ahmad Mohammad Alansari as a Board member who has been appointed by the Board of Directors on 2 March 2021 replacing Mr. Abdulrahman Al Hareb who resigned effective 21 October 2020.

(9)    To permit, according to Paragraph (3) of Article (152) of the Companies Law, for the members of the Board of Directors to carry on activities included in the objects of the Company.

(10)            To appoint the following law firms as representatives of the shareholders in the General Assembly meetings and to determine and approve their fees as presented to the Shareholders during the Meeting:

(a)    Tamimi & Co.

(b)    Clyde & Co.

(c)    Galadari Advocates & Legal Consultants

(d)    Ibrahim and Partners

By virtue of a Special Resolution, to amend the definition of “Related Parties” mentioned in Article (1) of the Company’s Articles of Association in line with the Companies Law and the Governance Guidance, to be read as follows:

Related Parties: means the Chairman and members of the Company Board, members of the senior executive management of the Company, employees of the Company, and the companies in which any of such persons holds 30% or more of its capital, as well as subsidiaries or sister companies or affiliate companies.

 

(1)    To approve the report of the Board of Directors on the activities of the Company and its financial position, the report of the auditors, and the consolidated financial statements of the Company for the fiscal year ending 31st December 2020 as presented to the shareholders during the Meeting.

(2)    To not distribute dividends to the Shareholders.

(3)    To pay a bonus to the non-executive members of the Board of Directors for the fiscal year ending 31st December 2020 of AED 650,000 (six hundred fifty thousand UAE Dirhams) for each non-executive member of the Board of Directors.

(4)    To approve the Board Remuneration Policy in accordance with Article (29) of the Governance Guidance whereby the Board Remuneration Policy shall be effective as of the fiscal year starting on 1 January 2021.

(5)    To discharge the members of the Board of Directors of the Company from liability for the fiscal year ending 31st December 2020.

(6)    To discharge the auditors of the Company from liability for the fiscal year ending 31st December 2020.

(7)    To appoint KPMG as external auditors for the Company for the year 2021 and to determine and approve their annual fees amounting to AED 200,000 (Two Hundred Thousand UAE Dirhams).

(8)    To ratify the appointment of Mr. Ahmad Abdulrahim Ahmad Mohammad Alansari as a Board member who has been appointed by the Board of Directors on 2 March 2021 replacing Mr. Abdulrahman Al Hareb who resigned effective 21 October 2020.

(9)    To permit, according to Paragraph (3) of Article (152) of the Companies Law, for the members of the Board of Directors to carry on activities included in the objects of the Company.

(10)            To appoint the following law firms as representatives of the shareholders in the General Assembly meetings and to determine and approve their fees as presented to the Shareholders during the Meeting:

(a)    Tamimi & Co.

(b)    Clyde & Co.

(c)    Galadari Advocates & Legal Consultants

(d)    Ibrahim and Partners

By virtue of a Special Resolution, to amend the definition of “Related Parties” mentioned in Article (1) of the Company’s Articles of Association in line with the Companies Law and the Governance Guidance, to be read as follows:

Related Parties: means the Chairman and members of the Company Board, members of the senior executive management of the Company, employees of the Company, and the companies in which any of such persons holds 30% or more of its capital, as well as subsidiaries or sister companies or affiliate companies.

Last Entitlement Date

Ex-Dividend Date

Registry Closing (Settlement) Date

Meeting Venue

Remotely / Electronically

 

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