The Board of Directors of Qatar Cinema & Film Distribution Company is pleased to invite shareholders to attend the Ordinary and Extraordinary General Assembly meetings of the Company, scheduled to be held at 9:30 PM on Sunday, 8 March 2026, at Royal Plaza Cinema, Cinema Hall No. (3), Royal Plaza Commercial Complex, Al Sadd Street. In the event that the quorum for the aforementioned meeting is not met, the second meeting will be held at 9:30 PM on Sunday, 15 March 2026, at the same location, to consider the following:
[Agenda of the Ordinary General Assembly:]
- To hear the Board of Directors’ report on the Company’s activities and financial position for the year ended 31 December 2025, and to discuss the Company’s future plans.
- To hear the Auditors’ report on the Company’s financial statements for the fiscal year ended 31 December 2025, as well as the Independent Auditor’s report on governance, and to approve them.
- To discuss and approve the Company’s balance sheet and profit and loss account for the fiscal year ended 31 December 2025.
- To discuss and approve the Company’s Governance Report for the year 2025.
- To approve the Board of Directors’ proposal and recommendation to distribute cash dividends to shareholders at the rate of (10%) of the nominal value of the share, i.e., (0.10) QAR per share, for the year 2025.
- To discharge the Chairman and members of the Board of Directors from liability for the fiscal year ended 31 December 2025, and to approve their remuneration and approval of the remuneration of the Company’s senior executive management.
- To appoint the auditors and determine their fees for the fiscal year 2026.
[Agenda of the Extraordinary General Assembly:]
Amendments to certain articles of the Company’s Articles of Association to comply with the requirements of the new Corporate Governance Regulations issued under the decision of the Board of Directors of the Qatar Financial Markets Authority No. (5) of 2025. The articles to be amended or added are as follows:
Amendment of Article (28)
The last paragraph is added and the phrase “one-third of the members” is replaced with “at least three members.” The amended article will read:
“The Company shall be managed by a Board of Directors composed of nine (9) members elected by the Ordinary General Assembly through secret ballot. The Board must include executive members, non-executive members, and at least three independent members. The Board shall determine the candidates according to specific criteria and develop an appropriate succession plan in accordance with the law and the Company’s policies and regulations.”
Amendment of Article (29)
Paragraphs (4) and (5) are added regarding conditions for a Board member. The additions read:
“(4) The member must not have been previously declared bankrupt unless they have been legally rehabilitated, must not have defaulted on debts causing losses to companies, must not have been previously dismissed, and there must be no conflict of interest affecting their neutrality and independence.
(5) The member shall possess university qualifications, experience, competence, and diverse skills suitable for performing their assigned role professionally, effectively, and comprehensively.”
Addition of a New Article (regarding election of natural and legal persons)
The new article reads:
“It is permissible to elect a natural person in their personal capacity or a legal entity in its legal capacity as a member of the Board. If a legal entity is elected as a Board member in its legal capacity, it has the right — without violating applicable laws — to change its representative on the Board to another person, by notifying both the Company and the Authority immediately after approving the replacement, stating the reasons for the change, and ensuring that the new representative meets all the requirements stipulated in these Articles to occupy the Board seat. In all cases, the natural person and the representative of the legal entity must meet all conditions stipulated in relevant legislation and perform all duties and responsibilities of a Board member. The Company shall provide the Authority with the names of the candidates for Board membership and evidence that they meet the eligibility requirements for approval by the Authority.”
Addition of a New Article (regarding restrictions on multiple Board memberships and term of independent member)
The new article reads:
“1. Except for state representatives in listed companies or persons holding at least 10% of the shares of such companies, a Board member, in their personal capacity or as a representative, shall not serve as Chairman or Vice-Chairman of the Board in more than two companies headquartered in the State, nor shall they serve as a Board member in more than three companies headquartered in the State.
2. In all cases, no one, whether in their personal capacity or as a representative of a legal entity, may simultaneously serve on the Boards of two companies engaged in similar activities.
3. The term of an independent Board member shall not exceed two consecutive Board terms. Any term served by the independent member shall be considered a full term, even if the three-year period was not completed for any reason, or if the member was elected to complete the remaining term of their predecessor.”
Amendment of Article (37)
The last two paragraphs are added. The additions read:
“The Company shall immediately disclose the resignation of any member and provide the Authority with a copy of the member’s resignation letter, stating the reasons. The Company shall provide the Authority with the percentage of the Board members’ shareholding in the capital and notify the Authority immediately of any changes thereto.”
Amendment of Article (40)
Paragraphs (9) to (13) are added regarding the functions, duties, and responsibilities of the Board of Directors. The additions read:
“(9) The Board shall evaluate its own performance, the performance of all committees and members, and the performance of the senior executive management at least once a year. The evaluation process shall include, at a minimum, the following:
9.1 Assessing the Board’s performance in light of its duties and responsibilities set forth in these Articles.
9.2 Conducting periodic reviews of the Board’s organizational structure, size, and composition, as well as the organizational structures of the committees and the coordination processes among them.
9.3 Evaluating the performance of each committee based on the objectives, duties, and responsibilities assigned to it.
9.4 Reviewing the performance of each Board member, including attendance at Board and committee meetings, effectiveness in contributing to discussions and decisions, and considering replacement if effectiveness is not demonstrated.
9.5 Reviewing the current composition of the Board, taking into account changes and considerations necessary to maintain an appropriate balance of skills and experience, as well as planning for gradual changes to achieve an optimal structure at each stage of the Company’s lifecycle.
9.6 Reviewing the Company’s and Board’s compliance with the Authority’s instructions and directives, and taking responsibility for any violations and financial penalties imposed by the Authority, including holding responsible parties accountable.
(10) While the entire Board bears responsibility for the evaluation, it shall be organized by assigning the Nomination, Remuneration, and Incentives Committee to carry out the evaluation process, which may involve external experts when necessary. The Board shall also inform shareholders at General Assembly meetings about the evaluation conducted in accordance with the approved policy and disclose the results of the evaluation.
(11) In the event of a Board member’s resignation, the member shall submit a written resignation letter with reasons addressed to the Chairman, which shall be distributed to all Board members. If the resignation is due to observations or violations recorded by the member and there is disagreement on their resolution, the details and reasons for the disagreement shall be clearly stated and recorded in the Board meeting minutes.
(12) The Board shall conduct a periodic review, at least once a year, to ensure the independence and impartiality of each member in decision-making and to verify that no conflict of interest exists that may affect this. This review shall include ensuring that the conditions of independence for independent members continue to be met. Each independent member must provide updated information necessary for this purpose and submit a commitment that no changes have occurred that would affect their independence.
(13) The Board shall ensure that members have access to legal or technical advice at the Company’s expense when the majority of members deem such advice necessary to perform their duties, responsibilities, and decision-making. The Board may engage external experts or consultants to provide necessary clarifications on technical matters discussed, while adhering to confidentiality rules and in accordance with the Company’s policy approved by the Board.”
Addition of a New Article (regarding mandatory and optional Board committees)
The new article reads:
“The Board shall carry out its functions through the formation of specialized committees, some of which are mandatory and others optional. The mandatory committees shall consist of Board members, excluding the Chairman, whereas optional committees may include, in addition to Board members, members from the senior executive management. The number and type of Board committees shall depend on several factors, primarily the size and nature of the Company’s activities, their diversity and complexity, the risk structure, and the composition and number of Board members. The mandatory committees are: the Audit Committee, the Risk and Compliance Committee, and the Nomination, Remuneration, and Incentives Committee. Optional committees include the Executive Committee, the Governance Committee, and any other committee the Board deems appropriate to form. The Board may merge or separate the functions of two or more committees, provided that homogeneity is maintained and there is no conflict of duties and authorities. In all cases, the functions of the Risk and Compliance Committee and the Audit Committee shall not be merged with any other committee. The Board shall determine the number of members for each committee (with a minimum of three members), appoint the committee chairperson, define and document the committee’s duties, authorities, number of meetings, and other key matters such as quorum, voting, reporting, and required qualifications and expertise of its members. The mandatory committees shall hold at least four (4) meetings per year, preferably aligned with the regular Board meetings. There is no set requirement for the number of meetings of optional committees.”
Amendment of Article (43)
Paragraphs (8) to (10) are added regarding Board disclosures and responsibilities. The additions read:
“8. Both the Chairman, Board members, and senior executive management must disclose to the Board any direct or indirect interest they may have in transactions and dealings conducted on behalf of the Company. Such disclosure must include the type, value, and details of these transactions and dealings, the nature and extent of the interest, and the beneficiaries. Any person with an interest shall refrain from attending the General Assembly or Board meetings where the matter is discussed or voting on it.
9. Provide the Authority with a list of authorized signatories, a copy of the Articles of Association, and the Commercial Register, and notify the Authority of any changes immediately.
10. Provide the Authority with the Company’s organizational structure, including the names of senior executive managers, and notify the Authority immediately of any changes.”
Addition of a New Article (regarding Board disclosures and appointment of Company spokesperson)
The new article reads:
“(1) The Board shall appoint the official spokesperson of the Company.
(2) Disclose financial and commercial relationships, as well as any legal proceedings that may negatively affect the performance of their duties and responsibilities.
(3) Disclose any positions held personally or as a representative of a legal entity.
The Company shall disclose to the Authority and the market the names of committee members upon their approval, and any changes thereto shall also be disclosed.”
Amendment of Article (46)
The following phrase is deleted from the last paragraph: “And Article (18) of the Corporate Governance System.”
Addition of a New Article (regarding adherence to policy for granting rewards and incentives)
The new article reads:
“The Board shall bear full responsibility for promoting effective governance and sound practices for granting financial rewards and incentives at the Company and its domestic and international branches, in a manner that does not conflict with the legal and regulatory requirements of the host country. This responsibility shall not be delegated to the executive management. The Board shall adhere to the principles and policies for granting rewards and incentives, as well as the general principles set forth in Article (8) of the Corporate Governance System for listed companies in the main market, issued under the decision of the Board of Directors of the Qatar Financial Markets Authority No. (5) of 2025, including its subsequent amendments.”
Addition of a New Article (regarding annual disclosure of rewards and incentives)
The new article reads:
“The Authority must be informed annually of all rewards, allowances, and incentives of Board members, as well as rewards and incentives for senior executive management, along with an explanation of the key principles, criteria, and performance indicators relied upon by the Board, taking into account the maximum limits stipulated by relevant laws. Such disclosure shall be in accordance with the directives of the Authority and within the timeframe determined by it. If the Authority does not object within one month from the date of disclosure, the Board may finalize approval and present them to the General Assembly. If necessary, the Authority may restrict or determine the total rewards and incentives as a percentage of net profits or by any other method, for all Board members and senior executive management or some of them, in cases of non-compliance with the Authority’s directives or applicable laws.”
Addition of a New Article (regarding shareholders’ rights and General Assembly meetings)
The new article reads:
“The Board shall comply with the law regarding shareholders’ rights and General Assembly meetings, taking into account, without limitation, the following:
(1) Notices for Ordinary and Extraordinary General Assembly meetings must be accurate and not misleading, clearly explaining the purpose and matters to be discussed to the extent necessary.
(2) Meetings shall be held at a suitable time and place to ensure the highest possible attendance of shareholders.
(3) Shareholders shall be encouraged to participate personally; if not possible, proxies may be used, with procedures clearly explained for appointing a proxy and voting on specific decisions in accordance with the law.
(4) The invitation must include all information and attach all key documents related to the agenda items, including, without limitation, any recommendations or objections from Board members.
(5) The Board shall propose separate resolutions for each important agenda item to avoid mixing them with unrelated matters.
(6) In meetings for electing or removing Board members, the Board shall ensure each person’s voting rights individually, so that shareholders may evaluate each candidate separately.
(7) The Chairperson shall encourage shareholders to ask questions, including questions related to the Company’s governance guidelines and directives.
(8) Minutes of the meetings shall be made available to shareholders upon request as soon as possible, and no later than thirty (30) days from the meeting date.
(9) The Chairperson shall disclose all material facts to shareholders before they cast their votes.
(10) The Company shall require all Board members, as well as the Chairpersons of all mandatory committees, to attend meetings and answer any shareholder questions.
(11) The Company shall establish a website and dedicate a section to clarify all matters related to shareholders’ rights to participate in meetings and vote, and to publish financial statements, general disclosures, key documents, including the full text of the invitation and minutes of the meetings, in accordance with relevant legislation and the Articles of Association.
(12) Invitations to meetings for the election of Board members shall include all legally required information. If the number of candidates exceeds the available seats, the invitation must explain the method of secret ballot voting and cumulative voting for selecting winners and the number of votes.
(13) The Chairperson (and other members as applicable) shall maintain communication with major shareholders to understand their opinions and concerns, discuss governance and strategy, and convey this feedback to the Board. The Board shall encourage stakeholders, especially institutions and companies, to provide feedback on the Company’s governance.
(14) For companies with one or more major shareholders, the Chairperson and other members shall encourage them not to abuse their influence subjectively or irresponsibly, while ensuring full respect for the rights of minority shareholders.”
Amendment of Article (56)
Paragraphs (9) to (20) are added regarding shareholders’ rights. The additions read:
“(9) The Board shall ensure equal treatment of all shareholders of the same class of shares, whether they are majority or minority shareholders, and whether they are Qatari or foreign.
(10) Shareholders have the right to hold and transfer their ownership through the Doha Stock Exchange and the designated depository.
(11) Shareholders have the right to obtain relevant information about the Company upon request and/or in a timely manner.
(12) Shareholders have the right to be informed of any changes in share classes and the associated rights, and to ensure their right to object.
(13) Shareholders have the right to participate in General Assembly meetings and vote on decisions, whether in person or by proxy, particularly on material decisions such as amendments to the Articles of Incorporation and the Articles of Association, issuance of new share classes, mergers, and acquisitions.
(14) Shareholders have the right to elect and remove members of the Board of Directors.
(15) Shareholders have the right to participate in profits according to a clear policy and procedures for dividend distribution.
(16) Shareholders have the right to submit questions to the Board, including regarding the annual external audit of accounts.
(17) Minority shareholders, including institutional investors, have the right to consult among themselves and submit proposals concerning the Company’s operations.
(18) Shareholders, particularly in companies issuing different classes of shares, have the right to know the Company’s capital structures and arrangements.
(19) Minority shareholders have the right to protection against abuse, whether direct or indirect.
(20) Shareholders have the right to obtain sufficient information about the rules and procedures governing extraordinary Company transactions, such as takeovers, mergers, and the pricing mechanisms applied in these transactions.”