The Board of Directors of Medicare Group(Q.P.S.C.) is pleased to invite you to attend the Ordinary General Assembly of the company for the fiscal year 2023 to be held on Sunday, 24th of March 2024 at 10:00 pm at the company’s headquarters located in Wadi Al-Sail area – Ahmed Bin Ali Street – Al-Ahli Hospital Building – Building (B) – Auditorium. In case of non-quorum for the first meetings, the second (postponed) meeting to be held on Monday, 1st of April 2024 at the same time and place.
The agenda of the Ordinary General Meeting:
- Hearing the Board of Director’s Report on the Company’s activities and its financial position over the fiscal year ended on 31st of December 2023 and discussing Future business plan of the company; and approving them.
- Discussing the External Auditor’s report on the Company’s balance sheet and on the final accounts for the fiscal year ended on 31st of December 2023; and approving them.
- Discussing the Company’s balance sheet, profit and loss account for the fiscal year ended on 31st of December 2023; and approving them.
- Endorsing Board of Directors’ recommendation to distribute cash dividends of 22 % of the nominal value of the share (i.e QR 0.22 per share).
- Considering discharging the liability of the members of the board of Directors for the fiscal year ended on 31st of December 2023; and endorsing their remuneration.
- Considering the Company’s Governance Report for the year 2023; and approving it.
- Presenting the tender for the appointment of the External Auditors for the fiscal year 2024, appoint them and fix their fees.
- Approving the recommendation of the Board of Directors to top-up the withdrawn amount of the charitable fund allocated for the medical treatment of cases that are unable to bear the costs of the treatment. The said fund was previously approved by the company’s Ordinary General Assembly in the amount of one million Qatari Riyals.
- Election of members of the Board of Directors for the next term (2024-2026).
Notes:
- Registration procedures will begin one hour before the meeting time, i.e. at 09:00 pm. Shareholders – or their representatives – intending to attend the meeting are kindly requested to attend one hour before the meeting time in order to complete the registration procedures on the specified date and bring the following documents: For individuals: ID card or passport. For companies and legal persons: authorization letter signed and stamped authorizing its representative to attend the meeting along with the supporting documents and a copy of the ID card or passport of the authorized representative.
In the case of proxy, the Proxy Form must also be attached.
- This announcement is considered a legal invitation to all shareholders to attend the meeting without the need to send invitations by P.O. Box or any other way.
- Each shareholder has the right to attend the Ordinary General Assembly Meetings and shall have a number of votes that equals their number of shares.
- Minors and interdicted persons shall be represented on the meeting by their legal representatives.
- The shareholder who cannot attend the meeting may authorize/appoint another shareholder to attend the meeting on his behalf, provided that the proxy is a shareholder and that the proxy shall be a special proxy and in writing or by the Proxy Form issued by the company, which can be obtained from the company’s website. A shareholder may not authorize a member of the Board of Directors to attend the meetings on his behalf.
In all cases, the number of shares held by the proxy in this capacity shall not exceed (5%) of the company’s capital, i.e. 14,072,050 shares (fourteen million and seventy two thousand and fifty shares).
- The legal quorum for the Ordinary General Assembly is the presence of a shareholders representing at least (50%) of the company’s capital. In the event that the quorum not achieved in the first meeting, the second meeting will be held with the shareholders present, regardless of the number of shares represented in the meeting.
- The decisions of the Ordinary General Assembly is issued by the absolute majority of the shares represented in the meeting.
- Each shareholder has the right to actively participate in the Ordinary General Assembly and participate in its deliberations. He has also the right to discuss, raise questions and receive answers to the extent that does not harm the interest of the company.
- The voting process to elect the Board of Directors members will be conducted by the General Assembly by secret ballot and according to the cumulative voting method. A vote will be held for the category of Independent members and another vote for the category of Non-independent members.
- The company will provide at the meeting place the final and approved list of the names of the candidates in addition to information about their qualifications and academic and practical experience based on their CVs.
- The eligibility to receive dividends recommended by the Board of Directors and approved by the General Assembly is for the owners of shares whose names are mentioned in Shareholders Register that received from Qatar Central Securities Depository at the close of trading on the day of the Ordinary General Assembly that approved the distribution of dividends.
- Shareholders can review the Annual Governance Report for the year 2023, which also includes information on the positions held by members of the Board of Directors and members of the senior executive management and the positions they occupy, by visiting the company’s website medicare.com.qa
To see the full copy of the invitation addressed to shareholders to attend the General Assembly meeting (click here)
To obtain the Proxy Form to attend the General Assembly meeting (click here)