Baladna QPSC commences General Assembly meeting

The Constitutive General Assembly of Baladna Company (QPSC - Under Incorporation) was held in the presence of a quorum, on November 26, 2019 at the Mondrian Doha hotel.

The Assembly discussed the items on its agenda and took the decisions hereunder:

1. Present a report on the company’s incorporation process and the expenses it entailed:

The General Assembly looked at a report on the company's incorporation process and expenses incurred. The above-mentioned report was unanimously endorsed by the Constitutive General Assembly.

2. Approve the Memorandum and Articles of Association of the Company:

The Constitutive General Assembly approved the Memorandum and Articles of Association of the Company.

3. Approve the evaluation of the shares provided by the founders:

The General Assembly looked at a report presented by the founders on the evaluation of the shares they provided. The report was prepared by two consultancy powerhouses, PricewaterhouseCoopers Qatar and Rödl & Partner. The General Assembly approved the valuation of the fair market value of the shares provided by the founders at QR 475,250,000. These shares do not include a premium or goodwill, but there is a discount in favor of shareholders.

4. Approve the Appointment of the First Board Members and Board Advisor:

The General Assembly approved the appointment of the first Board of Directors, who were appointed in accordance with the provisions of Article 96 of the Commercial Companies Law No. 11 of 2015, which authorizes the appointment of the first Board of Directors comprising of:

• Mr. Mohamad Moataz Mhd Ruslan Al-Khayyat, Chairman of the Board
• Mr. Mohammed Badr Al-Sada, Vice Chairman
• Sheikh Faleh Bin Nasser Bin Ahmad Al-Thani, Member
• Mr. Hamad bin Abdullah bin Khalid Al-Attiyah, Member
• Mr. Ramez Mhd Ruslan Al-Khayyat, Member
• Mr. Mazen Alsbeti, Member
• Mr. Aidan Tynan, Independent Member
• Dr. Adnan Ali Staitieh, Board Advisor

5. Approve the appointment of the auditor and its fees:

The General Assembly has approved the appointment of Moore Qatar as Auditors for the year 2020 for a professional fee of QR 90,000, in accordance with the provisions of Article 141 of the Companies Law.

6. Authorize the Board of Directors to take the necessary measures to appoint a Shari’a Board:

Pursuant to the fatwa allowing the subscription for shares in Baladna, the General Assembly approved the appointment of a Shari’a Board. It authorized the Board of Directors to define the Shari’a Board mandate.

7. Authorize the Board of Directors to formulate a policy to repurchase the company's shares when necessary and in accordance with the controls determined by the Qatar Financial Markets Authority and take the necessary measures in this regard:

The General Assembly authorized the Board of Directors to formulate a policy to repurchase the company's shares when necessary and in accordance with the rules set by the Qatar Financial Markets Authority and take the necessary measures in this regard.

8. The announcement of the final establishment of the company:

Following the completion of the above-mentioned items, Mr. Mohamad Moataz Al-Khayyat, Chairman of the Board of Directors, announced the completion of the procedures for the incorporation of the company and the conclusion of the General Assembly.