Opening nominations for membership on the Board of Directors of Baladna Q.P.S.C.

The Board of Directors of Baladna Q.P.S.C. (the "Company") is pleased to announce the opening of nominations for membership on the Board of Directors for the upcoming three years (November 2024 to November 2027). There will be a total of nine (9) members, consisting of six (6) non-independent members and three (3) independent members.

Nominations will be open for a period of five (5) days, starting from the morning of Sunday, October 13, 2024, until Thursday, October 17, 2024, inclusive, from 8:00 AM to 5:00 PM at the Company’s headquarters. The member will be elected at the General Assembly Meeting scheduled for November 24, 2024. This is in accordance with the provisions of the Commercial Companies Law No. (11) of 2015, the Corporate Governance Regulations for listed companies issued by the Board of Directors of the Qatar Financial Markets Authority No. (5) of 2016, and the Company’s Articles of Association.
Those wishing to nominate themselves for membership on the Board of Directors are requested to submit their nomination applications along with all required documents as outlined below, at the Company’s headquarters located in Al Khor and Al Thakhira, exit 44, North Road, Building 636, Street 259, Zone 74. This should be done during working hours (from 8:00 AM to 5:00 PM) throughout the nomination period. Nomination applications should be delivered to the Legal Affairs Department at the Company’s headquarters.
Nomination Conditions
First: Non-Independent Members:

1. The candidate must be at least twenty-one years old and possess full legal capacity.
2. The candidate must not have been previously convicted of a criminal penalty, or of a crime involving dishonor or trustworthiness, or of a crime referred to in Article (40) of Law No. (8) of 2012 regarding the Qatar Financial Markets Authority, and Articles (334) and (335) of Law No. (11) of 2015 issuing the Commercial Companies Law. The candidate must also not be prohibited from practicing any work in entities under the Authority's supervision pursuant to Article (35, Paragraph 12) of the aforementioned law, or have been declared bankrupt unless they have been rehabilitated.
3. The candidate must, upon election or within thirty (30) days from the date of election, own one hundred thousand (100,000) shares of the company, which must be deposited within sixty (60) days from the start of membership at a depository or an approved bank, with no trading, pledging, or seizure allowed until the end of the membership term and the approval of the last financial statement in which the member performed their duties.
4. The candidate must not hold any position that legally prohibits them from concurrently holding membership on the board.
5. The candidate must be qualified and possess sufficient knowledge of administrative matters and appropriate experience to perform their duties effectively. Candidate must allocate sufficient time to carry out their work with integrity and transparency, achieving the interests and objectives of the Company.

Second: Independent Members

1. The candidate must be at least twenty-one years old and possess full legal capacity.
2. The candidate must not have been previously convicted of a criminal penalty, or of a crime involving dishonor or trustworthiness, or of a crime referred to in Article (40) of Law No. (8) of 2012 regarding the Qatar Financial Markets Authority, and Articles (334) and (335) of Law No. (11) of 2015 issuing the Commercial Companies Law. The candidate must also not be prohibited from practicing any work in entities under the Authority's supervision pursuant to Article (35, Paragraph 12) of the aforementioned law, or have been declared bankrupt unless they have been rehabilitated.
3. The candidate must not own at least 1% of the company’s shares or any company within its group.
4. The candidate must not represent a legal entity that owns at least 5% of the company’s shares or any company within its group.
5. The candidate must not have been part of the senior executive management of the company or any company within its group during the year preceding the board elections.
6. The candidate must not have a first-degree kinship with any of board members or senior executive management of the company, or any company within its group.
7. The candidate must not be a board member of any company within the group of the company for which they are seeking board membership.
8. The candidate must not have been employed within the two years preceding the board elections by any related parties to the company or any company within its group, such as accountants, major suppliers, or own controlling shares in any of those parties during the two years preceding the board elections.
9. The candidate must be qualified and possess sufficient knowledge of administrative matters and appropriate experience to perform their duties effectively. Candidate must allocate sufficient time to carry out their work with integrity and transparency, achieving the interests and objectives of the Company.
10. The candidate must not have any direct or indirect transactions with the company or any company within its group during the two years preceding the board elections.

Required Documents

1. A copy of the ID document stating the candidate’s date of birth. (National ID or passport for Qatari candidates; passport for non-Qatari candidates).
2. A certificate of good conduct for the candidate. If a declaration is provided instead of the certificate before the elections, the declaration must be signed by the natural person candidate or the representative of the legal entity, and the original certificate of good conduct must be submitted within thirty days of election of the Candidate.
3. A share ownership certificate issued by the depository for the natural or legal candidate (non-independent), or a declaration confirming the deposit of the collateral shares with the depository within the legally specified timeframe. For independent candidates, if they own shares, they must provide a certificate of their share ownership issued by the depository.
4. A declaration confirming no dual positions, available on the company's website https://baladna.com/en
5. A declaration from the candidate confirming no bankruptcy, available on the company's website https://baladna.com/en
6. The candidate's curriculum vitae (CV).

Additional Required Documents for the Legal Entity Candidate (Non-Independent):

1. A letter designating the representative of the legal entity, signed by an authorized signatory with full and absolute authority.
2. A copy of the valid Commercial Registration or its equivalent.
3. The establishment card (Computer Card)
4. A signed nomination application by a one of the authorized signatories with full and absolute authority.

Important Notes:

1. The original copies of any application, document, or declaration signed by the candidate and/or the nominating entity, along with all required documents mentioned in this announcement, must be submitted.
2. Nomination applications that do not meet the conditions outlined in this announcement will not be accepted.