1. To review and approve theDirectors’ Report concerning the activities and financial status of the Companyfor the year ended 31st December 2018.
2. To review and approve theAuditors’ Report for the year ended 31st December 2018.
3. To consider and approve theConsolidated Financial Statements of the Company for the year ended 31stDecember 2018.
4. To consider therecommendation of the Board of Directors concerning cash dividend distributionof 10% (10 fils per share) aggregating to an amount of AED 425,201,958 for theyear ended 31st December 2018.
5. To consider and approve theBoard of Directors’ remuneration.
6. To absolve the Board ofDirectors from liability for the year ended 31st December 2018.
7. To absolve the Auditorsfrom liability for the year ended 31st December 2018.
8. To grant approval in termsof Article 152(3) of the UAE Federal Law No. 2 of 2015 to allow the Chairman ofthe Board of Directors and the Directors to participate in businesses whichmight be in competition with the Company’s business.
9. To appoint Auditors for theyear 2019 and to determine their remuneration.
10. Amendment ofArticles (1) and (41) of the Articles of Association of the Company as follows,noting that such amendments are subject to approvals of the competentauthorities:
10.1 Article (1)Definition: to amend the definition of “Related Parties” in the Company’sArticle of Association as per the UAEFederal Commercial Companies Law No. 2 of 2015 and the Chairman of Authority’sBoard of Directors Resolution No. (7.R.M) of 2016 as follow:
“Related Parties: The Chairman and members of the Board ofDirectors of the Company, members of the Senior Executive Management of theCompany, employees of the Company, andthe companies in which any of such persons holds 30% or more of its capital, aswell as its subsidiaries or sister companies or affiliate companies”.
10.2 Article (41)Announcement of the Invitation to the General Meeting: to amend the Company’s Article of Association as follows:
“The invitation to the shareholders to attend a GeneralMeeting shall be made by publishing an announcement in two daily newspapersissued in the Arabic language, by registered mail or by SMS and e-mail if any,at least fifteen days prior to the date of the meeting after obtaining SCAapproval. The invitation shall include the agenda of the meeting, and a copy ofthe invitation shall be sent to SCA and the authority concerned”.
11. For Shareholders approval as per Article 67 of the Company’s Article of Association:
To note that thevoluntary contributions made by the Company in the context of Corporate SocialResponsibility for the years 2018, 2017, 2016 as set out in the financialstatements for those years were AED 1.57 Mn, 1.84 Mn and 1.29 Mnrespectively. Further to authorize theBoard of Directors to approve voluntary contributions for the year 2019 notexceeding 0.5% of the average net profits of the Company during the two previousfinancial years, at the Board’s discretion.