I. Definition of Shareholders:
The current shareholders of Al-Tijaria are registered in the records of the Kuwait Clearing Company (KCC) and each share entitles its owner to an equal share to the share of others without discrimination in the ownership of the company's assets and in profits. The Company's shares are nominal, and the last holder alone has the right to receive the amounts due for the share, whether it is a share of profits or a share in the assets of the company.
1. Shareholders' Records:
- The register of shareholders is kept in the KCC, updated with each change, and can be accessed through direct contact and demand from the KCC in accordance with the contract between Al-Tijaria and KCC. At the same time, Al-Tijaria holds an updated record of its shareholders, the number and type of their shares, the value paid for each share, the percentages of their ownership, their identification numbers and their contact information through the Shareholders Affairs Section.
Shareholders' Legal Guardians:
Each minor shareholder (less than twenty-one years of age) shall have a legal guardian who shall attend meetings of the General Assembly, vote on resolutions, and receive dividends and distributions on his behalf, and ensuring the preservation of their rights of representation. The guardianship action is ceased and the ward shall enjoy the full capacity of a shareholder to exercise his full rights upon a court ruling assuming superintendence of the minor.
Transparency in Al-Tijaria is a de facto, effective and definite in order to protect shareholders' rights. The principle of transparency is applied in a serious and continuous manner. In order to implement this principle, the management works to communicate with the shareholders by various means available and on a continuous basis as follows:
- Follow up on the delivery of ordinary and extraordinary General Assembly invitations and documents, ensure that cash dividends are delivered by the casual means, invite shareholders and encourage them to exercise their rights through communication and follow-up or by any other means available.
- Open Door Policy to receive any suggestions, comments, and complaints aimed at urging shareholders and stakeholders to contribute to the management of the company, as announced continuously in the letters of the Chairman during the general assembly meetings.
- Send periodicals and invitations to participate and / or review the activities and events held by the company.
- Provide data, announcements and information on the company's official website.
If you have any inquiries, please contact the Commercial Real Estate Company’s Shareholders Affairs Section:
Contact numbers: 22902900,
EXT: 998 / 921
Meetings of the General Assemblies:
The General Assembly shall convene and appoint the BOD, which shall be entrusted with the duties of acting on behalf of shareholders to protect their interests and achieve the objectives and aspirations of the Company. The Chairman of the Board of Directors, the Deputy Chairman, or whoever is delegated by the Board of Directors for this purpose, or who is elected by the General Assembly from shareholders or others, shall preside over the Ordinary General Meeting and the Extraordinary General Meeting. The Board of Directors is therefore committed to:
- Urging shareholders to attend the General Assembly meeting at the time and place specified by the Memorandum of Association, the Articles of Association, or the Board of Directors of the Company so that the date and place of the meeting shall be arranged in such a way as to facilitate and encourage them to attend.
- Any subject on the agenda of the Ordinary or Extraordinary General Assembly shall be accompanied by adequate explanation and review of all its aspects, enabling shareholders to make their informative decisions in a sound and thoughtful manner, and not merely to complete the formalities of the meeting.
- The General Assembly is managed in a manner that allows shareholders to express their views openly and freely.
Meetings of the Ordinary General Assembly:
- Meetings of the General Assembly shall be held at least once a year at the invitation of the Council for one or more of the following reasons:
- At the request of the BOD, to discuss the financial reports and the report of the BOD or whenever necessary.
- At the reasoned request of a number of shareholders holding at least 10% of the company's capital.
- Within fifteen days of the auditor’s request. The agenda shall be prepared by the body calling for the meeting.
- The Ministry of Commerce and Industry may invite the General Assembly to convene in one of the following cases:
- If the General Assembly meeting is not invited by the Board of Directors for any reason.
- If the Ministry finds violations of the law or the contract of the company or any other reason it sees binding.
- At the request of any other regulatory body.
- The Ministry may preside over the Council by taking the necessary procedures for holding the meeting unless the Assembly elects one of the shareholders for this purpose.
1. Voting Rules:
Each shareholder shall have a number of votes equal to the number of shares. Decisions shall be issued by an absolute majority of the represented shares. The Company shall ensure that all shareholders exercise the right to vote without putting any obstacles leading to the ban of voting by:
- All shareholders shall enjoy the same voting rights granted to them and the same treatment by the Company, regardless of their ownership interests.
- Shareholders shall have the right to vote in person or by proxy, with the same rights and duties as the shareholders in both cases.
- Inform shareholders of all rules governing voting procedures before the Assembly begins.
- Provide all voting information to all existing shareholders and prospective investors, while ensuring that such information is provided on an ongoing basis and to all categories of shareholders.
- To vote for the selection of the members of the Council in the General Assemblies through the mechanisms stipulated in the Articles of Association of the Company and within the framework stipulated in the Companies Law and its Executive Regulations.
- Provide an overview of the candidates for membership of the Board before the voting, giving a clear idea of the professional and technical skills of the candidate and their experience and qualifications.
- No fees are charged for the attendance of any class of shareholders for General Assembly Meetings and no preferential advantage is given to any category of shareholders against another.
2. Attendance and voting:
- Any registered shareholder of the company shall have the right to attend the meeting of the General Assembly by person or by proxy and shall be present at the meeting of the General Assembly on the basis of the certificates of ownership issued by the CMA. The holders of bonds and warrants shall also be entitled to attend the General Assembly in person or by proxy with no right of voting on its decisions.
- The shareholder may appoint another person to attend under a special power of attorney or a written authorization prepared by the company for this purpose stamped by the Company's seal in accordance with the procedures and according to the laws and regulations in Kuwait. The power of attorney may be for one or more of the General Assembly meetings and valid to attend the meeting postponed due to the lack of quorum.
- The agent shall use the proxy vote on behalf of the concerned shareholder in the General Assembly Meetings. The procuration shall be in writing, signed, dated and legally certified to be valid for purpose.
- The proxy voting mandate shall determine the person authorized to represent the shareholder in his or her absence. The BOD or election observers shall verify the authenticity of the voting procedures by person and proxy before the General Assembly. The observers shall be present throughout the election period for counting votes and announcing the final results.