Postponement of "Real Estate Investment" AGM Due to Insufficient Legal Voting Quorum

تم النشر على almowazi.com في 24 ديسمبر 2024
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The general assembly of  Real Estate Investment Company (in liquidation), which was scheduled for November 23, 2024, has been postponed because the legal voting quorum was not met. 
The assembly was set to discuss the following agenda items: (dismissal of the liquidation committee, appointment of a new liquidation committee, determination of its members' compensation, and setting the duration of the liquidation).

This meeting was called based on a judicial notice submitted by a group of shareholders representing approximately 27% of the company's capital.

Mr. Bader Khalid Abdullah Al-Zayer, in his capacity as the Chairman of the Liquidation Committee and the assembly, stated that he received a letter from the General Secretariat of Awqaf representing the charitable endowment of the late Abdullah Al-Awadi, one of the company's shareholders, who holds 34.395% of the company's capital. The content of the letter stated that the General Secretariat of Awqaf would abstain from voting on all agenda items. A copy of this letter was provided to the representative of the Ministry of Commerce and Industry as well as to the representative of the Kuwait Clearing Company.

The Chairman of the assembly noted that following the General Secretariat of Awqaf's abstention from voting on the stated agenda items, the remaining shareholders eligible to vote represented only (58.681% - 34.286% = 24.286%). 

This percentage is insufficient to proceed with voting on the agenda as per Article (217) of the Commercial Companies Law, which stipulates that “an extraordinary general assembly meeting shall not be valid unless attended by shareholders representing three-quarters of the company's issued capital. If this quorum is not met, a second meeting shall be called, which will be valid if attended by those representing more than half of the issued capital. Decisions are made by a majority exceeding half of the total issued shares of the company’s capital.”

Consequently, applicability of the last paragraph of that article shows that the remaining attendance is less than half of the total issued shares of the company’s capital, making it impossible to make any decisions due to the incomplete legal quorum for such resolutions.

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