Agenda for the Ordinary and Extra Ordinary General Assembly meeting

A – the Board had decided to hold the ordinary and the extraordinary general meetings of the Company at 4pm Monday, 25 April 2011 at the Renaissance City Centre Hotel, Al Areen Hall. In case the quorum is not reached, the next meeting will be held on the afternoon of Thursday 28 April 2011 at the same date and place.

B- The board decided the following agenda for the Ordinary General Assembly:

First: the Agenda for the Ordinary General Assembly

Hearing Chairman Report on the Company’s activities, financial position for the financial year ended 31st December 2010 and its business plan for the year 2011.
Hearing and approving the external auditor’s report on the Company Financial Statements for the year ended 31st December 2010.
Discussing and approving the Company’s financial statements for the financial year ended 31st December 2010, and the Board of Directors proposal to carry forward the net profits generated for the year 2010 to the year 2011.
Absolving the members of the Board of Directors from responsibility for the financial year ended 31st December 2010.
Appointing an External Auditor for the financial year 2011 and approving the auditor’s fees

Second: Agenda for the Extraordinary General Assembly of the Company

Approving of the amendment of and addition to the Company’s objects as set out in the Bylaws in order to comply with the requirements of the QFMA Corporate Governance Code.
Approving the amendment of the Company's by-laws to allow for the increase of the foreign shareholding in the Company up to 49% after obtaining the necessary approvals.
Approving the company's dividend policy recommended by the Board.

Item 1: Approving of the amendment of and addition to the Company’s objects as set out in the Bylaws in order to comply with the requirements of the QFMA Corporate Governance:

Article (3) before amendment

The Company's objects:

operation of markets and malls;
trading in medical equipment, materials and supplies;
trading in medical and scientific equipment and materials (tools and equipment of laboratories);
trading in food;
trading of baby food, special diet food and diabetes and cholesterol specific foods;
trading of electric appliances;
trading in cleaning and hygiene tools, equipment and materials;
water works, including cleaning, repairing and wrapping water lines;
trading in pesticides;
trading in timber;
trading of car oil, tyres and batteries; and
leasing and renting real estate.

Article (3) after amendment
The Company's objects:

operation of markets and malls;
trading in medical equipment, materials and supplies;
trading in medical and scientific equipment and materials (tools and equipment of laboratories);
trading in food;
trading of baby food, special diet food and diabetes and cholesterol specific foods;
trading of electric appliances;
trading in cleaning and hygiene tools, equipment and materials;
water works, including cleaning, repairing and wrapping water lines;
trading in pesticides;
trading in timber;
trading of car oil, tyres and batteries;
leasing and renting real estate;
management of industrial projects.

Item 2: Approving the amendment of Article (7) of the Bylaws in order to comply with the requirements of the QFMA Corporate Governance:

Article (7) before amendment

The Founders who signed the Articles of Association of the Company have subscribed to Three Hundred and Forty Five Million (345,000,000) shares with a nominal value of Three Billion Four Hundred and Fifty Million Riyals, and have paid 100% of the value of all such shares ((in-kind shares)) the value of the shares will not be considered paid in full until the ownership of said in-kind shares is transferred in full to the Company. The Founders may dispose of 40% of their shares after the listing of the Company on the Qatar Exchange, and may only dispose of the remaining 60% two years after the founding of the Company. But the heirs of the Founder may dispose of their inherited shares in the event of the death of the Founder.

Article (7) after amendment

The Founders who signed the Company’s Articles of Association have subscribed to Three Hundred and Forty Five Million (345,000,000) shares with a nominal value of Three Billion Four Hundred and Fifty Million Riyals, and have paid 100% of the value of all such shares ((in-kind shares)) whereas the value of the shares will not be considered paid in full until the ownership of said nominal shares is transferred in full to the Company. The Founders may dispose of 40% of their shares after the listing of the Company on the Qatar Exchange, and may only dispose of the remaining 60% two years after the founding of the Company. But the heirs of the Founder may dispose of their inherited shares in the event of the death of the Founder.
Foreign shareholding in the Company may not exceed 49%.

Item 3: Approving the amendment of Article (12) of the Bylaws in keeping with Governance requirements of the QFMA:

Article (12) before amendment

The Company shall keep a special register entitled “Register of Shareholders” including the names, nationalities and place of residence of shareholders and the number of shares they own with the value paid per share. The Ministry of Economy and Commerce may access this data and obtain a copy thereof.

The Company may deposit a copy of this register with any third party whose responsibility will be the management of shareholder affairs and delegate to said party the task of keeping and organizing the register, if it so chooses.

Any person of relevance may ask that the data in the register be corrected, especially if a person were included or removed from the register without cause.

A copy of the data present in the register in addition to all changes made thereto will be sent to the Trade Department at the Ministry of Economy and Commerce two weeks prior to disbursement of profits to the shareholders.

In the case that the Company decides to list its shares on the Doha Securities Market, it shall abide by the rules and procedures stipulated to in the laws and regulations that govern stock trading in the country.

Article (12) after amendment

The shareholders have the right to access the Register of Shareholders free of charge during the Company’s official business hours after presenting the Secretary of the Board of Directors with a request to that effect. The Secretary shall answer the request within two weeks and the access to the Register shall be at the Company’s headquarters. The shareholders have the right to obtain a copy of the Register of Shareholders and the Register of the Board of Directors and the Company’s Articles of Association and Bylaws and any relevant documents after paying a fee set by the board. Access to any documents or information will be pursuant to a request presented to the Secretary of the Board of Directors, which will be answered by the Secretary within fifteen days. Access to all other available information is possible through the Company’s internet website.

Any person of relevance may ask that the data in the register be corrected, especially if a person were included or removed from the register without cause.

A copy of the data present in the register in addition to all changes made to the register will be sent to the Trade Department at the Ministry of Economy and Commerce two weeks prior to disbursement of profits to the shareholders.

Item 4: Approving the amendment of Article (30) of the Bylaws in keeping with Governance requirements of the QFMA:

Article (30) before amendment

The members of the Board of Directors must:

1 – Be at least twenty one years of age
2 – Not have been convicted of a moral crime, or a breach of fiduciary duty or in any crime stipulated in Articles (324) (325) of the Commercial Companies Law, unless rehabilitated.
3 – Be the owner of (20,000) shares in the Company which will be set aside to ensure the rights of the Company and its shareholders, creditors and third parties against any Directors responsibility.

These shares must be deposited with one of the accredited banks within sixty days of the start of Board membership and be kept there and not be traded or mortgaged or encumbered throughout such membership and until the budget of the last year in tenure is ratified. If the member fails to provide said security his membership will be invalidated.

Article (30) after amendment

The members of the Board of Directors must:

1 – Be at least twenty one years of age
2 – Not have been convicted of a moral crime, or a breach of fiduciary duty or in any crime stipulated in Articles (324) (325) of the Commercial Companies Law, unless rehabilitated.
3 – Be the owner of (20,00) shares in the Company which will be set aside to ensure the rights of the Company and its shareholders, creditors and third parties against any Directors responsibility.

4 – Once the nomination to membership is closed, any shareholder can file a request for information pertaining to the candidates’ qualifications, work experience, professional and technical skills by submitting a request to the Secretary of the Board of Directors, who will respond within one week from the date of submission.

Secretary of the Board of Directors

Sameh Maher Ali

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