Eshraq Investments : Results and resolutions passed during the Annual General Assembly of the Company held on Thursday 28/04/2022 at 11h00 AM that has reviewed the financial results of the Company for the year ending on 31/12/2021.
April 29, 2022 at 08:22 am
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Report Concerning the Annual General
Assembly Meeting
❑ Company Name:
Eshraq Investments PJSC
❑ Date:
Tuesday 28/04/2022
❑ Time:
From: 11h00 am to: 12h15 pm
❑ Location:
Via Video & Audio Conference
❑ Type of Meeting:
Annual General Assembly
Designation
Names of Board of Directors
Chairman
Mr. Jassim Mohamed Alseddiqi
Vice-chairman
Dr. Saleh Hashem Alhashemi
Member
Mr. Fraih Saeed Alqubaisi
Member
Mr. Jasim Hussain Al Ali
Delegated Member
Mr. Ajit Vijay Joshi
Member
Mrs. Maha Alfahim
Member
Mr. Omar Zeyad Galadari
A- Chairmanship of the General Assembly Meeting
The Chairman of the Company, Mr. Jassim Alseddiqi chaired the meeting
via Audio and Video Conference and he requested from Mr. Ziad Touma, the General Counsel and the Compliance officer of the Company, also attending via Audio and Video Conference, to serve as Rapporteur. The meeting was attended via Audio and Video Conference by Mr. Yahia Shatila representative of the Auditors of the Company, M/s.
Deloitte & Touche (M.E.), and Mr. Moataz Alqadi, the representative of the scrutator, First Abu Dhabi Bank.
B- Agenda for General Assembly Meeting - Normal Resolution
Items
Approved
Not Approved
1. Listen to and approve the Board of Directors'
Report and the Auditor's Report on the Company's activity and its financial position for the fiscal year ended on 31/12/2021
Yes
2. Discuss and approve the Company's balance sheet and profit and loss account for the fiscal year ended on 31/12/2021
Yes
3. Discuss the proposal of the Board of Directors not to distribute any dividends for the fiscal year ended on 31/12/2021
Yes
4. Discuss and approve the proposal of the Board of
Directors regarding the remuneration of the members of the Board of Directors and members of the Committees of the Board of Directors and their determination
Yes
5. Discharge the members of the Board of Directors for the fiscal year ended on 31/12/2021
Yes
6. Discharge the auditors for the fiscal year ended on 31/12/2021
Yes
7. Appoint the auditors for the fiscal year 2022, and determine their fees
Yes Appointed M/s.
Deloitte &
Touche (M.E.) with annual fees of AED 335,000
8. To grant the yearly authorization to some Board members to participate in competing businesses as stipulated in Article (152)-(3) of the UAE Commercial Companies Law no. (2) of 2015 and its amendments
Yes
C- Agenda for General Assembly Meeting - Special Resolution
Item no. 9
Approved
Not Approved
By Special Resolution: To approve, as per the recommendation of the Board of Directors of the Company, all of the following items in respect of the acquisition of up to 97.3% of the capital of Goldilocks Investment Company Limited ("Underlying Target") (altogether as one agenda item):
A) the capital of the Company from AED 2,325,000,000 to AED 1,426,820,957 by way of:
(i) offsetting and cancelling an amount of AED 141,125,376 representing the statutory reserve from the Company's accumulated losses;
(ii) cancelling a number of shares equal to 898,179,043 with a nominal value of AED 1.00 each in accordance with the terms of Article (205)-(3) of the Decree by Federal Law no. (32) of year 2021 concerning the Companies Law (the "Companies Law") in order to offset the balance of the accumulated losses.
(the "Capital Reduction") in accordance of the Article (205) of the Companies Law and this in light of (A) the Auditors' report about the decrease of capital that will be submitted to the shareholders, (B) the report of the Board of Directors about the decrease of Capital that will be submitted to the General Assembly and (C) the recommendation of the Board of Directors pursuant to the Resolution no. (1) of 2022 dated 08/03/2022;
B) grant the Board of Directors the powers to execute the Capital Reduction and its timing, including but not limited to executing the Capital Reduction fully or partially;
C) following and subject to the completion of the Capital Reduction, the amendment of Article (6) - Paid-up Capital- of the Memorandum of Association of the Company to read as follows: "(Article 6)
Paid Up Capital
The Issued capital of the Company shall be AED 1,426,820,957 (One billion four hundred
Yes
(at the majority vote of 99.5%, which is in excess of required 75% of the attendees)
twenty-six million eight hundred twenty thousand nine hundred and fifty-even UAE Dirhams) distributed over 1,426,820,957 (one billion, four hundred twenty-six million eight hundred twenty thousand nine hundred and fifty-even) shares of a nominal value of 1.00 (one) Dirham for each share, and all the Shares are fully paid and equal in their rights and obligations.";
D) review, deliberate and approve the business plan and feasibility study of the Board concerning the benefits that will be achieved by the Company as a result of the proposed acquisition by the Company of the entire issued share capital of Goldilocks Investment Holding- Sole Proprietorship LLC ("Holding Company") (the "Acquisition"), the holding company as at the completion of such acquisition of up to 97.3% of the total capital (111,471,540.61 shares) in the Underlying Target;
E) approve the Report of the Independent Valuer dated 30/12/2021 prepared by KPMG (that the Company has appointed as independent valuer) regarding the Acquisition;
F) Subject to the resolutions above in respect of the Capital Reduction being approved and the Creditor Announcement being made and the Creditor Objection Period lapsing without any creditor of the Company raising an objection to the Capital Reduction (and if any such objections are raised, such objections being resolved) in accordance with Article 206(1)(b) of the Companies Law, to approve the Acquisition in accordance with the implementation agreement to be entered into in respect of the Transactions (the "Implementation Agreement") and subject to the SCA's approval and the satisfaction of the conditions and requirements set by the SCA in this respect.
(For the purposes of this resolution:
"Creditor Announcement" means an announcement to be published by the Company to its creditors in two Arabic language newspapers in the United Arab Emirates thirty days prior to the date on which the Capital Reduction is scheduled to take effect; and
"CreditorObjectionPeriod"
meansthe
period beginning on the date that the Creditor Announcement is published and ending on the date that falls thirty days after the date that the Creditor Announcement is published);
G) subject to the completion of the Acquisition, to approve: an increase in the share capital of the Company (the "Capital Increase" and, together with the Capital Reduction and the Acquisition, the "Transactions") through the issuance of a maximum of 1,397,251,705 new shares in the Company (the "New Company Shares") to all the shareholders of the Holding Company (as at the time of the Capital Increase) pro rata to their shareholding in the Holding Company, in accordance with the Implementation Agreement, Article 299(3) of the Companies Law and the SCA's conditions and requirements in this respect; and (b) the listing of the New Company Shares on the Abu Dhabi Securities Exchange;
H) Subject to completion of the Capital Increase, the amendment of Article (6) - Paid-up Capital- of the Memorandum of Association of the Company to read as follows: "(Article 6)
Paid-up capital
The issued share capital of the company shall be in an amount not in excess of AED 2,824,072,662 (Two billion eight hundred twenty-four million seventy-two thousand six hundred and sixty-two UAE Dirhams) distributed over 2,824,072,662 (Two billion eight hundred twenty-four million seventy-two thousand six hundred and sixty-two) shares of a nominal value of 1.00 (one) Dirham for each share, and all the Shares are fully paid and equal in their rights and obligation.";
I)
to vest the Board and its representatives all the powers, and at its own absolute discretion, to follow-up, implement and determine the new increased paid-up capital resulting from the increase and the terms and timing of the Capital Reduction, the Acquisition and the Capital Increase and other matters related thereto without reverting back to the General Assembly, including but not limited to effectuating the
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Eshraq Properties Co. PJSC published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 07:21:02 UTC.
Eshraq Investments PJSC, formerly Eshraq Properties Company, is United Arab Emirates-based private shareholding company active in the property sector. It operates as a property development Company by launching residential, commercial, touristic and other real estate projects. The Company is currently undergoing a study on a number of real estate projects which the Company intends to launch, whether in the Emirate of Abu Dhabi or in other Emirates, in addition to searching for property investment in a number of the neighboring states. The Companyâs projects include Eshraq project which is a mixed development project of residential and commercial components, spread over the total land area of 50 acres, and Marina Rise project which includes residential apartment towers, offices towers, hotel, furnished apartment towers, and waterfront mall.
Eshraq Investments : Results and resolutions passed during the Annual General Assembly of the Company held on Thursday 28/04/2022 at 11h00 AM that has reviewed the financial results of the Company for the year ending on 31/12/2021.