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Minutes of Ordinary General Meeting

Minutes of Ordinary General Meeting For the financial year ended 31 December 2015

The annual ordinary general meeting of the Company was held on Thursday, 19th May 2016 at 11:00 am in Salhiya Ballroom, first floor, JW Marriott Kuwait Hotel.
In the presence of:

Mr. Ibrahim Saleh Al-Zerban Chairman  
Ms. Lulua Al-Butti Representative of MOCI  Meeting chairman
Mr. Qais Mohamed Al-Nisf From BDO Al-Nisf & Partners
Mr. Khaled Ghounaim From Al-Qattami, Al-Eban & Partners, Grant Thornton  Auditor
Ms. Rawan Al-Qabandi Representative of Kuwait Clearing Company  Auditor

 

The Chairman announced that the statutory quorum was complete where the ordinary general meeting was attended by 552,435,435 shares in person and by proxy out of the Company’s capital shares of 906,712,939 shares. Therefore, the attendance percentage is 61.02% after removing the treasury shares of 1,373,091.


Chairman welcomed the shareholders and then initiated the discussion of the agenda items. Such discussions yielded the following decision:


1. Unanimously approve and ratify the Board of Directors’ report for the financial year ended 31 December 2015;
2. Unanimously approve and ratify the auditors’ report for the financial year ended 31 December 2015;
3. Unanimously approve and ratify the financial statements for the year ended 31 December 2015;
4. The shareholders were informed that no penalties were applied by the regulatory authorities for the financial year ended 31 December 2015;

Ministry of Commerce & Industry’s representative pointed out two remarks as follows:
 -The Company breached the provision of Article (206)
 -The Company violated the rules by recognizing share of associates and subsidiaries’ results on the basis of financial statements prepared by the management.

Chairman replied to such remarks and promised to rectify the same in the future.

5. Unanimously approve the Board of Directors’ recommendation that no dividends will be distributed to the shareholders for the financial year ended 31 December 2015;
6. Unanimously approve the Board of Directors’ recommendation that no remunerations will be distributed to the board members for the financial year ended 31 December 2015;
7. Unanimously approve the transfer of 10% (ten percent) of the profit for the year to the statutory reserve amounting to KD 444,132 (Kuwaiti Dinars four hundred forty four thousand one hundred thirty two);
8. Unanimously approve the transfer of 10% (ten percent) of the profit for the year to the voluntary reserve amounting to KD 444,132 (Kuwaiti Dinars four hundred forty four thousand one hundred thirty two);
9. Unanimously approve authorizing the Board of Directors to buy or sell the Company’s shares up to maximum 10% of the number of its shares in accordance with the provisions of Law No. (7) of 2010 and its Executive Regulations, as amended;
10. Unanimously approve the Company’s transactions with related parties that occurred during the financial year ended 31 December 2016 and authorizing the Board of Directors to handle related parties’ transactions;
11. Unanimously approve discharging the board members with respect to their financial and legal acts for the financial year ended 31 December 2016; and
12. Unanimously approve the appointment of Mr. Anwar Al-Qattami from M/s. Al-Qattami, Al-Eban & Partners and Mr. Qais Mohamed Al-Nisf from BDO Al-Nisf & Partners as the Company’s auditors for the financial year ended 31 December 2016 and authorizing the Board of Directors to fix their fees.

At the meeting conclusion, the Chairman extended thanks to the shareholders and the meeting was closed at 12:30 pm.