Apr, 28 2020

Amanat Annual General Meeting - Updated

Date 28th April 2020
Name of the Listed Company Amanat Holdings PJSC
Date and day of the meeting Tuesday 28 April 2020
The starting time of the meeting 04:00 Pm
The ending time of the meeting 04:30 pm
Venue of the meeting Remotely/ online
Chair of the General Assembly Meeting HE Hamad Abdulla Alshamsi
Quorum of the total attendance (percentage of capital) 74.69 %
Distributed as follows:
1. Personal attendance rate (%) –
Authenticity (%) 0.21
Proxy (%) 74.48%
2. Attendance through electronic voting (%) 74.69%

Agenda
1. Consider and approve the Board of Directors’ report in respect of the Company’s activities and financial position for the fiscal year ending 31 December 2019;
2. Consider and approve the auditor’s report for the fiscal year ending 31 December 2019;
3. Consider and approve the balance sheet and the profit and loss account for the fiscal year ending 31 December 2019;
4. Consider and approve the proposal of the Board to distribute cash dividends of 2.2% of the nominal value of each share (2.2 fils per one share) for the fiscal year ending 31 December 2019;
5. Consider and approve the proposal in respect of the Board remuneration;
6. Discharging the Board of liability for the fiscal year ending 31 December 2019, and affirm the new appointments;
7. Discharging the auditors of liability for the fiscal year ending 31 December 2019;
8. Appointing the auditor for the fiscal year 2020 and determining its remuneration;
9. Pursuant to article 152(3) of federal law no.2 of 2015 in respect of commercial companies, to authorize the members of the Board to undertake competing business to that of the Company and to trade on their own behalf or for others in one or all of the Company’s activities, provided that the board applies best in class governance standards in such instances;

Subject to the approval of the relevant authorities
Based on the request of shareholders owning more than 10% of the share capital of the company, the following resolution has been added to the agenda:
10. Amend Article #2 of the Articles of Association to be as follows:
“The head office of the Company and its legal place of business shall be in the Emirate of Abu Dhabi. The Board of Directors may establish branches, offices and agencies for the Company inside and outside the State”; and to authorize the Board of Directors to execute the recommendation of the General Assembly within 15 days from the date of its meeting to address the Securities and Commodities Authority, and the financial markets to obtain the necessary approvals to de-list the company from the Dubai Financial Market and to list the company on the Abu Dhabi Financial Market.

Notes
1. Shareholders can vote on the resolution through (www.smartagm.ae) at the registrar
2. Meeting shall be held at the Company’s head office at the date and time set in the shareholders’ invitation. The Board of Directors, Auditors, Registrar, Secretary of the Meeting and the Vote Counter shall be present in person while shareholders can participate electronically.
3. A corporate person may delegate one of its representatives or those in charge of its management under a resolution passed by its board of directors or managers to represent the corporate person in the General Meeting. The delegated person shall have the authority as determined by the authority resolution.
4. The registered holder of a share on Sunday, 12 April 2020, shall have the right to attend and vote at the General Meeting.
5. The registered holder of a share on Thursday 23 April 2020, shall have the right to the dividends.
6. The shareholders may review the financial statements of the Company and the Company’s corporate governance report on DFM website (www.dfm.ae) and the Company’s website (www.amanat.com)
7. The General Meeting shall not be validly held unless attended by shareholders (in person or via proxy) representing not less than 50% of the share capital of the Company. In the event that such quorum is not present at the first General Meeting, a second meeting will take place on Tuesday 28 April 2020 at the same venue and time and the second meeting shall be valid irrespective of the shareholders attendance percentage. In case of the second meeting, the registered holder of a share on Monday, 27 April 2020, shall have the right to attend and vote at the second General Meeting. If any dividends are declared for distribution in the second meeting, the registered holder of a share on Sunday 10 May 2020, shall have the right to the dividends.

Please check the investor protection guide at the Securities and Commodities Authority’s website:
https://www.sca.gov.ae/ar/services/minority-investor-protection.aspx


Decisions and Resolutions of the General Assembly Meeting:
Note: the meeting approve the appointment of a meeting secretary and the appointment of the meeting registrar
1. Approve the Board of Directors’ report in respect of the Company’s activities and financial position for the fiscal year ending 31 December 2019.
2. Approve the auditor’s report for the fiscal year ending 31 December 2019.
3. Approve the balance sheet and the profit and loss account for the fiscal year ending 31 December 2019.
4. Approve the proposal of the Board to distribute cash dividends of 2.2% of the nominal value of each share (2.2 fils per one share) for the fiscal year ending 31 December 2019.
5. Approve the proposal in respect of the Board remuneration.
6. Discharge the Board of liability for the fiscal year ending 31 December 2019 and affirmed the new appointments.
7. Discharge the auditors of liability for the fiscal year ending 31 December 2019.
8. Approve appointing the auditor for the fiscal year 2020 and approving their remuneration.
9. Pursuant to article 152(3) of federal law no.2 of 2015 in respect of commercial companies, to authorize the members of the Board to undertake competing business to that of the Company and to trade on their own behalf or for others in one or all of the Company’s activities, provided that the board applies best in class governance standards in such instances.

Based on the request of shareholders owning more than 10% of the share capital of the company, the following has been added to the agenda (subject to the relevant authorities approval):
10. Amend Article #2 of the articles of association to read as:
“The head office of the Company and its legal place of business shall be in the Emirate of Abu Dhabi. The Board of Directors may establish branches, offices and agencies for the Company inside and outside the State”; and to authorize the board of directors to execute the recommendation of the general assembly within 15 days from the date of its meeting to address the Securities and Commodities Authority, and the financial markets to obtain the necessary approvals to strike the listing of the company on Dubai Financial Market and to relist the company on Abu Dhabi Financial Market.