The Securities and Commodities Authority wishes to indicate that it has followed with great care the results of the General Assembly meeting of MARKA Company on 15/5/2019.
The Authority points out the procedures it has taken in connection with the results of the general meeting as follows:
- In the annual general assembly of MARKA Company held on 15/05/2019, shareholders representing 10% of the capital requested to include a clause for the company continuity consideration in accordance with Article 302 of the Commercial Companies Law. This clause was presented to the General Assembly, where the vote in this regard resulted in the rejection of the company continuity.
- In view of the fact that Federal Law No. 2 of 2015 concerning Commercial Companies and its amendments to Article 302 grants the authority of proposing the company continuity or liquidation to the Board of Directors only, and expressly requires that the Board of Directors shall invite the General Assembly to convene after obtaining approval of the Securities and Commodities Authority and publish an invitation clearly stating consideration of the company's continuation, or dissolution and liquidation.
In both cases, the Board shall, upon the invitation of the General Assembly, present the work plan and the procedures, whether in the case of the company restructuring and continuity or its dissolution and liquidation. The voting on the company continuity shall be presented first, and if the percentage required for the issuance of the special resolution is not completed, the resolution of the company dissolution and liquidation shall be presented. The voting shall be done by the same mechanism. In case the required percentage for the validity of the special resolution is not completed, the Board shall re-invite the general assembly and consider the company continuity or dissolution and liquidation after re-amending the work plan and procedures in line with the expectations of shareholders and creditors.
The Authority wishes to confirm that based on the foregoing, the resolution of not approving the continuity of the company, which was taken at the above-mentioned general assembly meeting, may not be legally considered as approval of the shareholders to dissolve and liquidate the company, nor does it complies with the provisions of the Companies Law and its amendments.
- Accordingly, the company has been notified to publish a disclosure including the invitation of the General Assembly, after obtaining the approval of the Authority, to consider the company continuity after reviewing the restructuring plan by the shareholders. In case of not approving the company continuity under a special resolution, consideration of dissolution and liquidation will be presented in accordance with the law provisions by a special resolution after informing the shareholders of the required procedures in this regard in accordance with the provisions of the law.