1) Approve by the majority of 99.95% of the shares represented in the meeting the amendment to Article 21 of the Articles of Association of the Company by reducing the number of Board members from (11) to (7) members subject to the approval of the Securities and Commodities Authority and the Dubai Department of Economic Development. The revised wording of Article 21 shall be as follows.
“The management of the Company shall be entrusted with a Board of Directors consisting of (7) members provided that one third shall be independent members and the majority of the board members shall be non-executive members to be elected by the General Assembly of Shareholders by way of cumulative secret vote in accordance with the Companies Law. In accordance with the Cabinet Ministerial Decree No. (11/154) of 2006 the Company has been awarded an exemption in respect of the nationality of the chairman and the majority of Board members. The chairman may not be the general manager or chief executive officer.”
2) Elect the following Board members:
Abdulla Saeed Abdulla Mohamed Brook Al Hamiri
Anas Sobhi Ahmed Atatreh
Ahmad Mohamed Fathi Kilani
Mohammad Ziad Tariq Raslan Al Hawari
Fraih Saeed Hilal Fraih Al Qubaisi
Pathikrit Tapan Banjeree
Magid Attlah Mathel Al Shamrookh
3) approve by majority the report of the Board of Directors on the Company’s activities and its financial position for the fiscal year ended on 31 December 2015.
4) approve by majority the External Auditors' report for the fiscal year ended on 31 December 2015.
5) approve by majority the Balance Sheet and profit & loss statements for the fiscal year ended on 31 December 2015.
6) Approve by majority the discharge of the Board of Directors of the liability for their actions for the year ended 31 December 2015.
7) Discharge by majority vote the Company’s Auditors of the liability for their actions for the year ended 31 December 2015.
8) Appoint Ernest & Young as the auditors of the Company for the financial year 2016, as well as auditors for the Saudi branch and fixing their fees at AED 364000 for the Group and AED 48000 for the Saudi branch and request the new Board of Directors to negotiate down the fees.
9) Authorizing the new Board of Directors to reconsider the lease contract for the company’s offices and ensure that there is no conflict of interest and that the renewal of the lease with its current terms is in line with the company’s interest