Ooredoo Announces it EGM and AGM Agendas

11/03/2015

Ooredoo Q.S.C.

Ooredoo Invites Its Shareholders to the Ordinary and Extraordinary General Assembly Meetings

The Board of Directors has the pleasure to invite Ooredoo Shareholders to attend the Ordinary and Extraordinary General Assembly Meetings of Ooredoo Q.S.C. which will be held at 6.30 pm on Sunday, 29 March 2015, at the Four Seasons Hotel.If there is no quorum, an alternative date will be Sunday the 5 April 2015, at the same time and place.Agenda for the Ordinary Meeting:

1- Hearing and approving the Board's report for the year ended 31 December 2014 and discussing the company's future business plans.

2- Discussing the Corporate Governance Report for the year 2014.

3- Hearing the External Auditor's report for the year ended 31 December 2014.

4- Discussing and approving the company's financial statements for the year ended 31 December 2014.

5- Discussing and approving the Board of Directors' recommendations regarding the distribution of dividends for the year 2014.

6- Discharging the members of the Board from liabilities and determining their remuneration for the year ended 31 December 2014.

7- Appointing the external auditor for the year 2015 and determining its fee.

8- Appointing the Board Members.

Agenda for the Extraordinary Meeting:

Approval of the amendment of Article 25 of the company's articles of association as follows:

- Current Article: 

"The Board of Directors has all powers to manage the company, the board will pursue all actions required to manage the company according to its purposes. This power is limited only by the provisions of law or the Company's articles of association or the General Assembly's resolutions.

The Board may not sell the company's assets or mortgage assets if the value of assets exceeds 20% of the company's capital without the permission of the General Assembly.

The Board may delegate any of its powers to one or more committees from its members or to the Chairman of the Board or the Director General as deemed appropriate. "

- The proposed Article:

 "The Board of Directors has all powers to manage the company, the board will pursue all actions required to manage the company according to its purposes. This power is limited only by the provisions of law or the Company's articles of association or the General Assembly's resolutions.

The Board may delegate any of its powers to one or more committees from its members or to the Chairman of the Board or the Director General as deemed appropriate. "

Notes:

· Shareholders are requested to arrive for registration one hour early.

· A shareholder who cannot attend the Ordinary and Extraordinary General Assembly Meetings in person may appoint a proxy to represent him.

· Only shareholders, whose names have been registered in the company's shareholder register with the Exchanges after closing of business on Thursday the 26th of March 2015, are eligible to attend Ooredoo's Ordinary and Extraordinary General Assembly Meetings.

· Shareholders should bring with them relevant documents proving their ownership of the shares they claim to hold.

· This call is considered legally announced to all shareholders without a need to send special invitations by post in accordance with the Commercial Companies Law No. (5) of 2002, and its amendments.

· The meeting will be conducted in Arabic.