Ooredoo Maldives Plc (the “Company”) is pleased to announce that it’s 2018 Annual General Meeting (“AGM”) will be held on Sunday, 6th May 2018, at 20:30 hrs. at Hotel Jen, Ameer Ahmed Magu, Male’, Republic of Maldives.
Agenda:
Agenda Item 1: Recitation of Holy Quran
Agenda Item 2:Approval of the minutes of the 2017 Annual General Meeting
Ordinary Resolution: That the minutes of the 2017 Annual General Meeting (“AGM”) are hereby approved.
The 2017 AGM was held on Sunday, 1st October 2017, at 20:30hrs at Dharubaaruge Rannabandeyri Maalam, Male’, Republic of Maldives. The draft minutes can be accessed on the Company’s website by accessing the link http://www.ooredoo.mv/investors/.
Agenda Item 3:Approval of the Audited Balance Sheet, Profit and Loss Account and the Auditors Report of the Company for the year ended 31st December 2017
Ordinary Resolution: That the Audited Balance Sheet, Profit and Loss Account and the Auditors Report of the Company for the year ended 31st December 2017 are hereby approved.
The Audited Balance Sheet, Profit and Loss Account and the Auditors Report can be accessed on the Company’s website by accessing the link http://www.ooredoo.mv/investors/.
Agenda Item 4: Approval of the Directors’ Report for the year ended 31st December 2017
Ordinary Resolution: That the Directors’ Report for the year ended 31st December 2017 is hereby approved.
The Directors’ Report can be accessed on the Company’s website by accessing the link http://www.ooredoo.mv/investors/.
Agenda Item 5: Ratification of the appointment of the Auditors for 2018 and their remuneration
Ordinary Resolution: That the appointment of KPMG to hold office as the Auditors of the Company for the year 2018 at a remuneration of US$ 35,750 (exclusive of tax and out of pocket expenses incurred directly in connection with the engagement to be charged on an actual basis subject to a maximum of 5% of the fee) is hereby approved.
The following parties have submitted proposals for appointment as Auditors of the Company for the year 2018:-
| Name | Proposed Fee (US$)* |
| KPMG Maldives (Company Auditors for the year 2017) | 35,750 |
| PriceWaterhouseCoopers Maldives | 39,750 |
| Ernst & Young Maldives | 41,325 |
| *Fees are exclusive of tax. Out of pocket expenses incurred directly in connection with the engagement will be charged on an actual basis subject to a maximum of 5% of the fee. | |
All proposals have been reviewed by the Audit Committee, which has recommended the appointment of KPMG to the Board of Directors. The Board of Directors have approved this and requests the Shareholders to ratify the appointment of KPMG.
Agenda Item 6: Approval of the dividend for 2017
Ordinary Resolution: That a dividend of MVR 3.20 per share which is equivalent to 85% Group Net Profit, as the dividend for the year ended 31st December 2017 is hereby approved.
Agenda Item 7: Ratification of the Board of Directors’ Remuneration
Ordinary Resolution: That remuneration for the Board of Directors as specified below is hereby approved and ratified, to be effective from the date of listing of the Company on the Maldives Stock Exchange (i.e. 9th August 2017):-
(a) a sitting fee (the “Sitting Fee”) of MVR 30,000 to the chairman and all directors (including executive directors) for each Board Meeting attended in person (proxy attendance shall not count as attendance for the purposes of the Sitting Fee);
(b) a monthly fee (the “Monthly Fee”) of MVR 2,000 to the chairman and all directors (including executive directors).
Agenda Item 8:Discussions by Shareholders
Copies of Documents
Shareholders can also obtain copies of the documents listed in the Agenda Items from Ooredoo Maldives Plc’s office at 5th Floor, H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives from 8:30am to 4:30pm from Sunday to Thursday (excepting public holidays).
Shareholders eligible to attend the AGM
Persons (including legal entities) registered as shareholders of the Company as of 20:00 hrs. on Thursday, 26th April 2018 are eligible to attend the AGM. Eligible shareholders are requested to pre-register their attendance by submitting a “Pre-registration Form” by no later than 16:30 hrs. on Thursday, 3rd May 2018 at Ooredoo Maldives Plc’s office at 5th Floor, H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives or by e-mailing the Pre-registration Form to investor.relations@ooredoo.mv.
Proxy Form
A Shareholder entitled to attend and vote is entitled to appoint one proxy to attend and vote in place of such Shareholder and such proxy need not be a Shareholder of the Company, but a Director cannot be a proxy for any Shareholder. A proxy must be over the age of 18 years on the date of registration as a proxy and one person can only act as proxy for a maximum of 100 Shareholders.
Shareholders who wish to appoint a proxy to attend the AGM on their behalf may do so by submitting a “Proxy Form”. Proxy Forms should be submitted by no later than 16:30 hrs. on Thursday, 3rd May 2018 to Ooredoo Maldives Plc’s office at 5th Floor, H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives or by e-mailing the Proxy Form to investor.relations@ooredoo.mv.
Any Shareholder who has appointed a proxy can thereafter attend the AGM in person only if the proxy has been revoked by submission of a “Proxy Revocation Form”. Proxy Revocation Forms should be submitted by no later than 16:30 hrs. on Thursday, 3rd May 2018 to Ooredoo Maldives Plc’s office at 5th Floor, H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives or by e-mailing the Proxy Revocation Form to investor.relations@ooredoo.mv.
The Company may (but shall not be under any obligation) to call Shareholders to verify the appointment and/or revocation of a proxy.
Pre-registration Forms, Proxy Forms and Proxy Revocation Forms are available from Ooredoo Maldives Plc’s office at 5th Floor, H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives and also from the Company’s website http://www.ooredoo.mv/investors/.
Pre-registration Forms, Proxy Forms and Proxy Revocation Forms which are incomplete, illegible, unclear or do not contain all the supporting documents can be rejected at the discretion of the Company.
Registration at AGM on Sunday, 6th May 2018
Shareholders (including those who have submitted Pre-registration Forms to attend the AGM) and proxy holders are requested to be present at Hotel Jen, Ameer Ahmed Magu, Male’, Republic of Maldives for registration between 19:30 hrs. and 20:30 hrs. on Sunday, 6th May 2018 prior to entering the AGM venue. Please present your identification (identity card/ passport) to the counter for registration. Persons who do not register at the counter prior to entering the AGM venue will not be entitled to participate and vote at the AGM.
General Information on Voting
All Shareholders of the Company as of 20:00 hrs. on Thursday, 26th April 2018 are eligible to attend the AGM in person or by proxy and participate and vote in person or by proxy.
Each Shareholder who is present in person (or by proxy) shall have 1 (one) vote per Agenda Item.
Contact Information:
Ms. Arushee Mohamed
Head of Investor Relations
T: +960 961-1657
Email: investor.relations@ooredoo.mv
