AGM Approves The Distribution of 40% Full Year Cash Dividends & 10% Bonus Shares as of 20 March 2008 | Ooredoo Corporate

AGM Approves The Distribution of 40% Full Year Cash Dividends & 10% Bonus Shares as of 20 March 2008

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Qtel capital to be increased by 33.3% after bonus shares at a date to be announced in due course.
 
Qatar Telecom (Qtel) Q.S.C.  has disclosed the results of its Ordinary and Extra-Ordinary General Assembly Meetings held on March 23, 2008. The quorum for both meetings was 77.3% and the following resolutions were approved:
 
 
First: Ordinary General Assembly
 The Board of Director’s report and the auditor’s report for the year ended 31 December 2007.
The company’s financial statements for the year ended 31 December 2007.
Discharging the members of the Board from their liabilities and determining their remuneration for the year ended 31 December 2007.
Board of Directors’ proposals regarding the approval and distribution of 40% in cash dividends for the year 2007. 20% or QR 2 was paid in August, 2007 as interim dividend. The remaining 20% or QR 2 per share will be paid to shareholders of record as of 20 March 2008.
Delegating the Board of Directors to decide the possibility of distributing bi-annual dividends as part of the year 2008 dividend and take what is deemed to be appropriate in this respect.
Appointing Ernest and Young as external auditors for the year 2008 their remuneration
Second: Extra Ordinary General Assembly
 
Restructuring the share capital of the company to authorize the creation of two-tiers of capital- Authorized Capital and Issued Capital with approving the amount of the Authorized Capital to be QR 2 billion and Issued Capital to be QR 1 billion.
Approve issuing bonus shares to shareholders for a value of 10% from the capital which will make the capital (QR1,100,000,000), to be distributed to the shareholders of record as of 20 March 2008.
Approve issuing of new shares amounting to 33.3% (QR366,666,667) after total shares resulting from the issuance of the bonus shares (as mentioned in the previous paragraph) so the issued capital will be (QR 1,466,666,667) and float these shares for subscription by existing shareholders by pro-rata according to the number of shares. The subscription period will be announced in due course after obtaining the necessary approvals from the Ministry of Economy and Trade.
Amend Articles of Association  of the company as follows:
a) Amend Article (6) to accommodate the split of Capital of the company into Authorized and Issued Capital, to read as follows: {The Company’s Authorized Capital is Two Billion Qatari Riyals (QR 2,000,000,000), and the Issued Capital of the Company is One Billion Qatari Riyals (QR 1,000,000,000) divided into 99,999,999 ordinary shares, the nominal amount of each share is Ten Qatari Riyals and one special share with a nominal amount of Ten Qatari Riyals owned by the State of Qatar.}
 
b) Amend Article (18) to be as follows: {It may be allowed by a decision from the Extraordinary General Assembly to increase the authorized capital of the company and it may also be allowed by a decision from the Board to increase the issued capital and the decision should show the amount of increase and the price of issuing the new shares and the extent of the old shareholders right in their priority of their subscription in them and the date of the executive of the decision, as such that it doesn’t exceed a year from its issuance date. The Board may issue the new shares with a value that is more than their nominal value and decide the allocation of the new shares or part of them to be distributed to the shareholders as Bonus Shares against part of the dividends or to be distributed to the company’s employees or allocate them to the holders of Transferable Bonds upon their maturity. It may also be allowed by a decision from the Extraordinary General Assembly to float the new shares or part of them for Public subscription, or allocate them or part of them to a natural person or more.}
 
c) Add a new Article (18) repeated to be as follows: {The Extraordinary General Assembly may issue, the subscription that is addressed to the public or a natural person or more, bonds that can be circulated and may also be allowed that the issuance terms include the possibility of the transfer of the issued bonds to shares after the lapse of some time that is decided by the Extraordinary General Assembly.}
 
d) Amend Article (8) to be as follows: {With the exception of the holder of the Special share, or any person, whether natural or artificial who fully owns the special share or to whom the holder of the Special share can transfer all or part of his shares, a natural or artificial person can not own shares in the company with a  nominal value that amounts to more than 10 % of the company’s capital or more than 5%, if the natural or artificial person performs an activity that is similar to the company’s activities. For the purposes of this article, the artificial person and his subsidiary companies which he controls, is considered as one person and the decision that is issued by the Board in this matter is final. The Board of Directors has also the right to refuse the registration or transfer of the ownership of any of the shares, if the Board determines that such transaction has been carried out in breach of this article.

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