26/03/2025
Qatari German Co. for Medical Devices announces that the General Assembly Meeting AGM and EGM will be held on 28/04/2025, company head quarter and electronically and 05:00 PM. In case of not completing the legal quorum, the second meeting will be held on 05/05/2025, company head quarter and electronically and 05:00 PM
The Agenda of the Annual Ordinary General Assembly Meeting is as follows:
1. Listen to Chairman Message in terms of the company's activity and its financial position for the financial year ended 31/12/2024 and Company Future Plan and approving it
2. Listen to the auditors' report for the financial year ended 31/12/2024 and approving it
3. Discuss the company's balance sheet and profit and loss account ended 31/12/2024 and approving it and Consider the recommendation of the Board of Directors not to distribute dividends.
4. Discuss corporate governance report for the year 2024 and approving it.
5. Discharge the Board members for the financial year ended 31/12/2024 and the announcement of no remuneration.
6. Appointment of external auditors for the financial year 2025 and determining their remuneration.
The Agenda of the Annual Extra Ordinary General Assembly Meeting is as follows:
1. Consider the recommendation of the Board of Directors to continue the operations of the Company despite company’s accumulated losses reaches more than half of its capital.
2. Amending certain articles of the company's article of association to comply with the requirements of the Qatar Financial Markets Authority, and authorizing the Chairman of the Board of Directors to complete the procedures and obtain the necessary approvals. The clauses to be amended are as follows:
- Amending Article (7) of the Article of Association, regarding the percentage of non-Qatari ownership, to read after amendment as follows:
A total of (30,250,000) shares were offered upon incorporation, with a value of (30,250,000) riyals, for public subscription in the authorized and licensed company’s bank, at a nominal price of (1) riyal per share, after approval by the Corporate Affairs Department in accordance with the provisions of Articles (76 to 87) of Commercial Companies Law No. (11) of 2015.
Each share entitles its holder to a share equal to the share of any other shareholder, without discrimination, in the ownership of the company's assets and in the profits distributed as specified in these bylaws. The last shareholder whose name is registered in the company's records shall have the right to receive the amounts due for the share, whether in the form of dividends or a share in assets.
Shares shall be nominative and shall be paid in a single payment. No Qatari natural or legal person may own at any time more than 25% of the company’s shares. Non-Qatari shareholders may own 100% of the company’s capital in accordance with the laws in force at that time, provided that the contribution of any non-Qatari natural or legal person does not exceed 10% of the company’s shares.
- Amend Article (36) of the Articles of Association, regarding the remuneration of the Chairman and members of the Board of Directors, to read after amendment as follows:
"The Ordinary General Assembly shall determine the remuneration of the members of the Board of Directors, provided that the percentage of such remuneration shall not exceed (5%) of the net profit after deducting reserves and legal deductions and distributing a profit of no less than (5%) of the company's paid-up capital to shareholders.
Board members may receive a lump sum if the company does not make a profit. This requires the approval of the general assembly, and the Ministry may set a maximum for this amount.
The definition of remuneration includes everything the chairman and members receive in the form of meeting attendance allowance, a percentage of profits, or other compensation for their work on th