1. Approval of the amendments to articles 15, 24, 29-2, 30-b, 31-1, 31-3, 43 and 52-1 of the Articles of Association of the Company in relation to the payment of profits, Board meetings and decisions and voting, Board committees, internal control, the implementation of governance controls and corporate discipline standards issued by the Securities and Commodities Authority, and the external auditor, which promote good governance and effective and transparent implementation, in line with the laws and regulations in force, and according to the invitation of the Extraordinary General Assembly and to what was published on the Company’s website.
2. Upon consideration of 2 requests submitted by a number of shareholders owning more than 10% of the capital of the Company in accordance with the provisions of the law, the amendments to Clause 1 of Article 18 of the Articles of Association of the Company concerning the reduction of Board members from 9 to 5 members were approved, and now reads as follows:
“The Company's Board of Directors shall consist of five (5) members who must all be UAE nationals, and the Board shall consist of at least one third of independent members, a majority of non-executive members elected by the ordinary general assembly of shareholders by secret cumulative ballot.”
3. And upon consideration of a request submitted by a number of shareholders owning more than 10% of the capital of the Company in accordance with the provisions of the law, the amendments to Article 18 of the Articles of Association of the Company concerning the duties of Board members and conditions for the nomination to the Board membership by adding a last Clause, were approved as follows:
"A member of the Board of Directors must, in addition to what is set out in Federal Law No. (8) of 1984 concerning commercial companies as amended and SCA rules and regulations in this regard, be able to devote sufficient time and attention for his membership.
A candidate for the membership of the Board of Directors when applying for candidacy, must:
a. Complete a nomination application and attach a brief about himself and his experience, and the Board category on the basis of which he wants to apply (executive - non-executive - independent);
b. Submit the original application demand and brief about himself and his experience personally by hand to the Company;
c. Not be under the age of thirty (30) at the time of submission of the nomination application;
d. No court judgment against the candidate in crimes involving moral or trust must have been issued, and such judgement does not need to be final;
e. Any other criteria, conditions, requirements or other procedures set out by the Nomination and Remuneration Committee of Company that are consistent with the laws, rules and regulations applicable in this regard."
1. Approval of the Board of Directors' Report concerning the Company's activities and financial status for the financial year ended 31 December 2014.
2. Approval of the external auditors' report for the financial year ended 31 December 2014.
3. Approval of the Company's balance sheet and profit and loss account for the financial year ended 31 December 2014.
4. Following consideration of the recommendation of the Board of Directors, it was approved to distribute bonus shares equivalent to 5% of the Company’s share capital (with a total of 219,765,000 shares) as dividends for the financial year ended 31 December 2014, and to amend the Memorandum and Articles of Association of the Company by increasing the share capital of the Company from (4,395,300,000) four billion three hundred and ninety-five million three hundred thousand shares to become (4,615,065,000) four billion, six hundred and fifteen million sixty-five thousand shares.
5. To approve the release from liability of all members of the Board of Directors and the external auditor for the financial year ended 31 December 2014.
6. New members of the Board were elected for three years as follows:
-- HE. Mohamed Thani Murshed Alrumaithi
-- Mr. Khalifa Abdulla Khamis Al Romaithi
-- Mr. Saeed Mohamed Saeed Al Mhairbi
-- Mr. Mohamed Ali Ismaeil Ali Al Fahim
-- Mr. Mohamed Hamad Ghanem Hamad Al Mehairi
7. To approve the appointment of Ernst & Young as the external auditors of the Company for the year 2015 and their annual fees of AED 508.000.
8. Permit Board members to carry out for one-year activities competing or related to the activities of the Company in accordance with Article 108 of Federal Law No. (8) of 1984 as amended