Mannai Corporation: Holds it’s AGM and EGM on 26/04/2022 for 2021
Mannai Corporation announces that the General Assembly Meeting AGM and EGM will be held on 26/04/2022, virtually using Zoom application platform and 09:00 PM. In case of not completing the legal quorum, the second meeting will be held on 10/05/2022, virtually using Zoom application platform and 09:00 PM
First: Agenda of the Extraordinary General Assembly
1. Hearing the message of His Excellency the Chairman.
2. To consider, discuss and approve the recommendation of the Board of Directors for the disposal of all of the shares held by the Corporation in Inetum S. A., a subsidiary company of the Corporation, to a group of investors led by Bain Capital Private Equity, which includes NB Renaissance and the management team of Inetum S.A. (“Sale Transaction”) and to authorize the Board of Directors to do and perform all such acts and deeds, as may be necessary for the completion of the Sale Transaction, including finalizing and agreeing on the terms and conditions and sale price.
3. To authorize the Board of Directors or the Chairman or any persons so authorized by the Board of Directors (each an “Authorised Person”), to:
A. adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation to give effect and to sign any documents and agreements in relation to the Sale Transaction;
B. finalise and agree the terms and conditions of the Sale Transaction (including the sale price);
C. take any action in connection with the negotiation, execution, delivery, performance and the ratification of the applicable Sale Transaction documents as the Authorised Person shall deem necessary or appropriate as well as any related documents;
D. give, make, agree the form of, sign, initial, execute (under hand or seal or as a deed) dispatch and ratify the relevant Sale Transaction documents and any related documents including, but not limited to letters, notices, certificates, acknowledgements, receipts, authorisations, transfer forms, instructions, releases, waivers, proxies, appointment of agents for service of process and other documents (whether of a like nature or not) as may in the sole opinion and absolute discretion of the Authorised Person be considered necessary or desirable for the purpose of giving effect to, consummating or completing or procuring the performance and completion of the Sale Transaction; and
E. finalise, approve, execute and do or procure to be executed and done on behalf of the Corporation all such other documents (including any press announcements or disclosures to the Qatar Financial Markets Authority or the Qatar Stock Exchange), acts and things as it may be necessary, required or desirable in the absolute sole discretion of the Authorised Person to carry out and give effect to the Sale Transaction.
4. To approve the amendment of the Corporation’s Articles of Association as published on the website of the Corporation with the aim of updating the Articles of Association in accordance with Law No. (8) of 2021 on Amendment of Some Provisions of the Commercial Companies Law Issued by Law No (11) of 2015 (the “Commercial Companies Law”) and in accordance with the Board of Directors’ proposal and subject to approval of the Ministry of Commerce and Industry.
5. To authorize the delegation by the Board of Directors to Mr. Khalid Ahmed Al Mannai with all the powers necessary for carrying out the necessary amendments to the Articles of Association of the Corporation (including the authority to sign the final version of the amended Articles of Association) in coordination with the Ministry of Commerce and Industry and to complete the required formalities and procedures before all official authorities in Qatar including but