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AR
October 2017

Invitation to Attend Extraordinary General Assembly Meeting

GWC’s Board of Directors is pleased to invite its esteemed shareholders to attend the company’s Extraordinary General Assembly Meeting, to be held on Monday, 30/10/2017 at precisely six thirty in the evening at the Four Seasons Hotel. Should quorum not be reached, the meeting shall be held on Wednesday, 08/11/2017, at the same time and place. The meeting shall cover the following agenda:

Extraordinary General Assembly Meeting Agenda

One: Approval to amend the Article (32) of AOA by adding all the responsibilities of the Board of Directors to comply with the requirements of Article (9) of the Corporate Governance Regulations issued by Qatar Financial Markets Authority.

Two: Approve the amendment of Article (25) of the AOA to comply with the provisions of Article (35) of the Code of Governance regarding the secret ballot for the BD election, and amend it to be the Board of Directors election should be through secret vote in a cumulative manner. At least one-third of the Board Members shall be Independent Board Members, the majority of the Board members shall be Non-Executive Board Members; and a seat or more of seats may be allocated to represent the Minority and another to represent the Company employees.
In all cases, the Board composition shall ensure that one member or more do not dominate issuing the Board decisions.

Three: Approval of the amendment of Article (26) of the AOA to comply with the provisions of Article (5) of the Governance code, which is about the Requirements for the Board Members.

Four: Approve the amendment of Article (28) of the AOA to comply with the provisions of Article (35) of the Code of Governance regarding the secret ballot for the BD election, and amend it to be “the Board of Directors election should be through secret vote in a cumulative manner.”

Five: Approval of the amendment of Article (30) of the AOA, to become “The Board of Directors shall elect by secret ballot a chairman and a Vice-President for a term of three years.
The Board of Directors may elect by secret ballot one or more Managing directors, who shall have the right to sign the company together or individually in accordance with the decision of the Board.
The Board of Directors may appoint one of its members to perform executive functions in the management of the Company in return for remuneration or paid amount determined by the Board.
The board of directors may form one or more committees of its members according to the requirements of the work, in return for remuneration determined by the Board.

Six: Approve the amendment of article (45 paragraph 2) of the AOA to comply with the corporate governance code, in particular article (32 item 8), to add an item that ensure the right of every shareholder to object to any decision deemed to be issued in favor of a particular category of Contributing to or detrimental to the shareholders or brings special benefit to Board Members or others without regard to the interest of the company.

Seven: Approval to amend Article (56) of the Article of Association to comply with the corporate governance code, especially Article (37), by adding an article to protect the minority shareholders rights and the mechanism used.

Eight: Amend some of the spelling errors in the AOA, especially in Articles 5, 31, 47 and 49.

We welcome you to attend while noting the following:

– We kindly request that attendees arrive at the venue before the stated time by one hour at least in order to verify the invitation to register.

– Should you be unable to attend, please complete the authorization form for any representative to take your place, and place the company seal (in the case of companies)

– A non-shareholder of GWC nor a member of the GWC Board of Directors may not be authorized to represent a shareholder. Additionally, the representative may not have more than 5% of the company’s capital shares.

– Trading in the company’s stocks shall be placed on hold during the Extraordinary General Assembly Date (30/10/2017).

– Please bring your invitation when arriving to the hall.

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