Qatar Cinema & Film Distribution Co. announces that the General Assembly Meeting AGM and EGM will be held on 02/03/2025, Royal Plaza Cinema, Cinema Hall No. (3), Royal Plaza Commercial Complex, Al Sadd Street and 10:00 PM. In case of not completing the legal quorum, the second meeting will be held on 09/03/2025, Royal Plaza Cinema, Cinema Hall No. (3), Royal Plaza Commercial Complex, Al Sadd Street and 10:00 PM
Agenda of the Ordinary General Assembly:
(1) Hearing the Board of Directors’ report on the company’s activities and financial position for the year ending December 31, 2024, and discussing the company’s future plans.
(2) Hearing the auditors’ report on the company’s budget and final accounts for the financial year ending December 31, 2024, and hearing the independent auditor’s report related to Article (24) of the corporate governance and approving them.
(3) Discussing the company’s balance sheet and profit and loss account for the financial year ending December 31, 2024, and approving them.
(4) Approving the Board of Directors’ recommendation to distribute cash dividends to the shareholders at a rate of ( %) for the year 2024 from the nominal value of the share, equivalent to ( ) Qatari Riyals per share.
(5) Discussing the corporate governance report for the year 2024 and approving it.
(6) Approving amendments to the remuneration policy for the Chairman and members of the Board of Directors and incentives and bonuses for senior executive management and employees of the company.
(7) Discharging the Chairman and members of the Board of Directors for the financial year ending December 31, 2024, and approving their bonuses.
(8) Appointment of auditors and determination of their fees for the fiscal year 2025.
(9) Election of board members.
Agenda of the Extraordinary General Assembly:
Amendment of certain provisions of the company’s Articles of Association to comply with the requirements of the Qatar Financial Markets Authority, and the provisions to be amended are as follows:
• Amendment of Article (9) of the Articles of Association, regarding the percentage of ownership by non-Qataris, to read after the amendment as follows:
“Non-Qatari shareholders may own (100%) of the company’s capital.”
• Amendment of Article (46) of the Articles of Association, regarding the remuneration of the Chairman and members of the Board of Directors, to read after the amendment as follows:
“The Ordinary General Assembly shall determine the remuneration of the Board members, provided that such remuneration does not exceed (5%) of the net profit after deducting reserves and legal deductions and distributing a profit of not less than (5%) of the company’s paid-up capital to the shareholders.
Board members may receive a fixed amount in the event that the company does not achieve profits, and in this case, the approval of the General Assembly is required, and the ministry may set a ceiling for this amount.
The definition of the remuneration includes all that is received by the Chairman of the Board and the members in the form of meeting attendance fees or a percentage of profits or anything else considered compensation for their work on the Board of Directors, and thus it is subject to the maximum limit specified in Article (119) of the Commercial Companies Law No. (11) of 2015 and its subsequent amendments, and Article (18) of the Corporate Governance System. It can be disbursed provided that the final determination is made after calculating the net profits. If it is found that the disbursement exceeds the maximum limit, the Chairman and members must return the excess, each according to what they received.
• Amendment of Article (82) of the Articles of Association, regarding the distribution of profits and interim profits, to be read after the amendment as follows:
“A percentage of (5%) must be distributed to shareholders from the net profits after deducting the legal reserve and optional reserve.