Invitation to attend The GIS Extraordinary General Assembly Meeting

Invitation to attend The GIS Extraordinary General Assembly Meeting

18-10-2012

We are pleased to invite you to attend the Company’s Extraordinary General Assembly Meeting to be held on Sunday 4th of November, 2012 at 6:00 pm in “Al-Ghariyah” Hall, La Cigale Hotel - Doha.

1 -  Amend definition of “Selected Institution” in the Articles of Association as follows:

Original article:

“Selected Institution” means any one of the General Retirement and Pension Authority, the Qatar Education and Health Fund and the Qatar Foundation for Education, Science and Community Development;”

Proposed article:

“Selected Institution” means any one of the Qatar Education and Health Fund and the Qatar Foundation for Education, Science and Community Development;”

2- Amend Article 20.1 of the Articles of Association as follows:

Original article:

“With the exception of QP (or an Affiliate of QP), no person or entity, shall hold (or be beneficially entitled to) Shares of a nominal value exceeding one (1) percent (1%) of the capital of the Company (save that each Selected Institution may hold Shares of a nominal value not exceeding one point four (1.4%) percent. of the capital of the Company.. For the purposes of this Article, a legal person, its subsidiaries and companies and/or individuals under its control, shall be deemed one person and a decision passed by the Board in this respect shall be final, conclusive and binding on all concerned.”

Proposed article:

“With the exception of Qatar Petroleum (or an Affiliate of Qatar Petroleum) or General Retirement and Pension Authority, no person or entity, shall hold (or be beneficially entitled to) Shares of a nominal value exceeding one (1) percent (1%) of the capital of the Company (save that each Selected Institution may hold Shares of a nominal value not exceeding one point four (1.4%) percent of the capital of the Company.  The General Retirement and Pension Authority may hold (or be beneficially entitled to) Shares of a nominal value of, but not exceeding, (21.4%) of the Company’s capital (or such greater percentage amount as may be allotted to it at the close of the relevant offer period in connection with the offer of certain Shares for sale and the listing of the Company on Qatar Exchange).” For the purposes of this Article, a legal person, its subsidiaries and companies and/or individuals under its control, shall be deemed one person and a decision passed by the Board in this respect shall be final, conclusive and binding on all concerned.”

3- Amend Article 51 of the Articles of Association as follows:

Original article:

“The quorum for a General Assembly shall be Shareholders present in person or duly represented by proxy holding not less than thirty per cent. (30%) in nominal value of the Shares, entitled to be present and vote at such meeting.”

Proposed article:

“The quorum for a General Assembly shall be Shareholders present in person or duly represented by proxy holding not less than ten per cent (10%) in nominal value of the Shares, entitled to be present and vote at such meeting.”

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