General Assembly Meetings

1. Approved the issuance of Mandatory Convertible Bonds for a value up to AED 150,000,000 (One hundred and fifty million UAE Dirhams) (“New Bonds”) by way of a private placement to those existing sukukholders and other creditors (the “Creditors”) wishing to swap their existing sukuk certificates / debts and subscribe to the New Bonds, in accordance with the following terms:

a. Security: Mandatory Convertible Bonds
b. Type of Bonds: Mandatory Convertible Bonds in compliance with the Federal Decree No. 32 of 2021 concerning Commercial Companies.
c. Value of Bonds: up to AED 150,000,000 (One hundred and fifty million Dirhams)
d. Number of Bonds: up to 150,000,000 Bond.
e. Type of Conversion: Mandatory to be converted into shares in the Company in accordance with the terms and conditions of the New Bonds and without the need for any future approvals to the conversion process from the general assembly of the Company
f. Conversion Price: AED 33,33 UAE Fils per share
g. Interest Rate Per Bond: 0% (zero percent)
h. Bond Issuance Date: 09/03/2022
i. Conversion Period: 3 (Three) months from the issuance date.
j. Guarantee: No guarantees or mortgages/pledges are given in return of issuing the Bond
k. Debt Ranking: Immediately post the preferred and secured creditors which debts are guaranteed by way of law or written agreement, and prior to unsecured creditors and other creditors
l. Purpose of Issuing the Bonds: Restructuring of the existing Sukuks and other debts of GNH by virtue of which those Creditors wishing to swap voluntarily their existing sukuk certificates / debts subscribe to the New Bonds, in accordance with the terms and conditions mentioned herein.
m. Sukukholders: those Creditors wishing to swap voluntarily their existing sukuk certificates / debts subscribe to the New Bonds,
n. Trading Block Period: 1 year

2. Approved the increase of the share capital of the Company up to AED 450,000,000 distributed among 450,000,000 shares for the purposes of converting the New bonds into shares in the Company. Bringing the total capital to AED 1,469,209,250 so that the paid part of the new share is 33,33 fils, and a negative equity reserve will be created in the balance sheet with the difference and its value will be a maximum of AED 300 million, and amending the articles of association of the Company after obtaining the approvals of the regulatory authorities.

3. Approved delegating the board of directors of the Company to implement the process of issuing the New Bonds and converting the same into shares in the Company; and to authorize and appoint any of the board members of the Company to solely represent the Company and to sign, execute and submit the documents, contracts, agreements and letters related to the issuance of the New Bonds, implementing the process of converting the New Bonds into shares in the Company, amending the articles of association to increase the share capital, to agree to the terms and conditions sheet, finalize all procedures and deal with all regulatory authorities including without limitation Dubai Economy, the Notary Public, the Securities and Commodities Authority and the Dubai Financial Market.

1.  Approved and ratified the Board of Directors’ Report on the Company’s activity and its financial position for the fiscal year ended on 31/12/2020.

2.  Approved and ratified the Auditor’s Report for the fiscal year ended on 31/12/2020.

3.  Approved and ratified the Company’s balance sheet and profit and loss account for the fiscal year ended on 31/12/2020.

4.  Approved discharging the members of the Board of Directors from liability for the fiscal year ended on 31/12/2020.

5.   Approved discharging the auditors from liability for the fiscal year ended on 31/12/2020.

6.   Approved the appointment of Ernst & Young as external auditors for year 2021 and determined their fees.

7.   Approved the appointment of the representatives of the shareholders in accordance with the requirements of Clause (4) of Article no (40) of the Chairman of Authority’s Boards of Directors’ Decision No. (3/RM) of 2020 concerning approval of Public Joint Stock Companies Governance Guide and authorize the BOD to appoint them and determine their fees.

8.  Approved authorizing the Board of Directors to examine the possibility of proceeding in the implementation of any investment opportunities that may be agreed upon between the company and Empire Navigation Inc. and endorsed the resolution of the BOD to form a joint committee for the purposes of examining all aspects (operational, financial, and legal) after obtaining the required approval from the regulating authorities.

Special Resolution: Approved the continuity of operations for the company in accordance with Article no. 302 of the Companies Law no. 2 for the year 2015.

1- Elected and appointed the following names as independent members for the remaining period of the Board of Directors of the company:

– H.H SheikhTheyab Bin Tahnoon Bin Mohammad Al Nahyan
– Mr. Abdulla Subhi Ahmed Atatreh
– Mr.Mohamed Ahmad Abdulla Rasheed Alhammadi
– Mr. Abdulaziz Fahad H. Alongary
– Mr. Waleed Mohammad Mohammad

2- Approved absolving the resigned Members of the Board of Directors for the period (from 01/01/2020 until 31/08/2020)

1.       Approved the Board of Directors’ Report on the Company’s activity and its financial position for the fiscal year ended on 31/12/2019.

2.       Approved the Auditor’s Report for the fiscal year ended on 31/12/2019.

3.       Approved the Company’s balance sheet and profit and loss account for the fiscal year ended on 31/12/2019.

4.       Approved to discharge the members of the Board of Directors for the fiscal year ended on 31/12/2019.

5.       Approved to discharge the auditors for the fiscal year ended on 31/12/2019.

6.       Appointed Deloitte as an auditor for year 2020 and determine their fees.

7.     Approved the renewal of approval for a year for the Members of the Board of Directors to participate in any business in competition or related to the company’s activities in accordance with paragraph (3) of Article (152) of Federal Law No.(2) of 2015.

Special Decisions and Resolutions of the General Assembly meeting

–         Unanimously approve to amend the Article 43-1 of the Article of Association:

To Be:“The invitation for attending the General Assembly Meeting shall be addressed to Shareholders through the announcement in two local daily newspapers one of which is in Arabic language and by registered mail or an email or Short Messaging Service (SMS) accompanied by a copy of the Board’s Report and Accounting Auditors’ report, before 15 days at least from the date specified for the meeting after getting the approval of the Authority.  The invitation must be accompanied with the agenda of that meeting and a copy of the invitation documents shall before warded to the concerned authority”.

1- Approved the issuance of Islamic sukuk for a total value of AED 125,000,000 (one hundred and twenty five million UAE Dirhams) (“Sukuk”) by way of a private placement to “qualified investors” (as the term is defined in the Chairman of the Board of Directors of SCA Decision No. (3 /R.M) of 2017 Concerning the Organization of Promotion and Introduction), in accordance with the following terms:

– Issuer: An orphan special purpose company to be incorporated in the Cayman Islands
– Security Type: Non-convertible Islamic Sukuk
– Type of Sukuk: Compliant with Islamic Shari’a (for example, Mudarabah and/or Murabaha or such other structure the board of directors of the Company (the “Board”) deems appropriate)
– Total Value of Sukuk: AED 125,000,000 (one hundred and twenty-five million UAE Dirhams)
– Total Number of Sukuk: 125,000,000 (one hundred and twenty-five million)
– Issuance Price Per Sak: AED 1 (one UAE Dirham) per Sak
– Profit Payments: 12% per annum, payable every six months
– Sukuk Issuance Date: The Board will be delegated the authority to determine the date, provided that such date does not exceed one year from the date on which the authority was delegated to it, and subject to compliance with applicable UAE laws
– Final Dissolution / Due Date: five (5) years from the Sukuk Issuance Date
– Guarantee: No guarantees or mortgages/pledges will be given in return of issuing the Sukuk
– Debt Ranking: Directly behind preferred and secured creditors, which debts are guaranteed by way of law or written agreement, and pari passu with unsecured creditors and other creditors
– Purpose of Issuing the Sukuk:

The proceeds of the Sukuk will be used to finance the items in schedule “A”.

The Company will annually make disclosures to the general assembly on the use of the proceeds and any use which was for a purpose than the ones set out in the schedule.

– Sukuk Holders: Qualified investors
– Relationship of Sukuk Holder with the Company:

The offer to issue the Sukuk will be limited to qualified investors only – however some of the targeted qualified investors may already be current shareholders of the Company.

If any of the Sukuk will be issued to related parties of the Company, such related parties will not have the right to participate in any decision relating to the issue of the Sukuk in compliance with Article (152) of the Federal Commercial Companies Law No. (2) of 2015 and Article (15) of the Resolution No (7 R.M) of 2016 Concerning the Standards of Institutional Discipline and Governance of Public Joint Stock Companies and the other related regulations. The related parties are also required to comply with this requirement in connection with any decision at the general assembly meeting.

2- Approved the delegating to the Board to implement the process of issuing the Sukuk; and to authorize and appoint any Board member to solely represent the Company and to sign, execute and submit the documents, contracts, agreements and letters related to the issuance of the Sukuk, to agree to the terms and conditions, finalize all procedures and deal with all regulatory authorities including without limitation Dubai Economy, the Notary Public, the Emirates Securities and Commodities Authority (the “SCA”) and the Dubai Financial Market (the “Market”). The Board is required to make a disclosure to the shareholders, the Market and the SCA immediately after the issue of the Sukuk. The Company is also required to provide the SCA with all information relating to the issue of the Sukuk once completed together with an acknowledgment from the Board confirming that the procedures implemented are correct and comply with applicable laws supported by a report from an auditor confirming the same.

1.  Approved and ratified the report of the Board of Directors on the Company’s activities and its financial position for the year ended on   31 December 2018; and
2. Approved and ratified the External Auditors’ report for the year ended on 31 December 2018; and
3. Approved and ratified the sharia report for the year ended on 31 December 2018; and
4. Approved and ratified the balance sheet and profit & loss statements for the year ended on 31 December 2018; and
5. Approved absolving the Board of Directors from their responsibility for the year ended 31 December 2018; and
6. Approved absolving the Auditors from their responsibility for the year ended 31 December 2018; and
7. Approved appointing Deloitte as the external auditors of the Company for the financial year ended 31 December 2019 and determining its fees;
8. Not to appoint a Sharia Committee.
9. The Board of Directors has not recommended any remunerations for the financial year ended 31 December 2018 and the General Assembly has decided not to distribute any remunerations.
10. Elected and appointed the following as independent members of the new Board of Directors of the company:
    1. Mr. Usama Mohamed Ali Al Barwani
    2. Mr. Saeed Mubarak Rashed Al Hajeri
    3. Mr. Ahmed Essa Ahmed Hareb Al Falahi
    4. Mr. Nureddin Sharif Mousa Sehweil
    5. Mr. Abdulrahman Mahmoud Al Afeefi
    6. Mr. Ahmad “M.F.” A. Al Kilani
    7. Mr. Ajit Vijay Joshi Vijay.
11. Approve to granting a one-year permission to Board of Directors to carry out activities competing with or related to the Company’s activities under paragraph (3) of Article (152) of the Federal Law No. (2) of 2015.
12. Special Resolution
    1.  Approve the amend the Articles of Association of the company excepted the following articles: (5.1, 5.2,  26.10); all amendments are subject to approval of the competent authorities.
    2. Recommend that the Board of Directors that the Company maintains, to the extent possible,compliance with the conditions set out in:
       • Dubai Financial Market Standards on Shari’a-Compliance – Standard No. 1 – Issuing, Acquiring and Trading Shares; or
       • Shari’a Standard No. (21) – Financial Paper (Shares and Bonds) of the Shari’a Standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions.

So that the shares of the Company are capable of being held and traded in accordance to the conditions set out in any of the above standards; and

revoked the special resolution issued by the General Assembly on 15 June 2016, which states that “the Company’s activities be Shari’a compliant.

1)    Unanimously approve the issuance of Islamic convertible sukuk for a value of AED 100,000,000 (one hundred million UAE Dirhams) by way of a private placement toWahat Al Zaweya Investment & Real Estate Development L.L.C. (“Sukuk”), in accordance with the following terms:

–     Security:MandatoryConvertible Islamic Sukuk

–     Type of Sukuk:in compliance with Islamic Shari’a

–     Value of Sukuk: AED 100,000,000 (one hundred million UAE Dirhams)

–     Number of Sukuk: 100,000,000(one hundred million)

–     Type of Conversion: Mandatory to be converted into shares in the Company in accordance with the terms and conditions of the Sukuk and without the need for any future approvals to the conversion process from the general assembly of the Company or the regulatory authorities including the Securities and Commodities Authority, the Dubai Economy or the Dubai Financial Market

–    Conversion Price: AED 1 (one UAE Dirham) per Sakk

–    Interest Rate Per Sukuk: 0% (zero percent)

–    Sukuk Issuance Date: 18 November 2018

–    Conversion Period: 3 (three) months form the issuance date ending on 18 February 2019

–    Guarantee:No guarantees or mortgages/pledges are given in return of issuing the Sukuk

–    Debt Ranking: Immediately post the preferred and secured creditors which debts are guaranteed by way of law or written agreement, and prior to unsecured creditors and other creditors

–    Purpose of Issuing the Sukuk: Financing the Company’s expansion operations through finalizing the construction of new oil tankers and purchasing new ships to transport livestock to diversify the commercial operations
–     Sukukholder: Wahat Al Zaweya Investment& Real Estate Development LLC
–     Sukukholder Relationship with the Company: A related party and therefore Article (152) of the Federal Commercial Companies Law No. (2) of 2015 and Article (15) of the Resolution No (7 R.M) of 2016 Concerning the Standards of Institutional Discipline and Governance of Public Joint Stock Companies shall apply.
2-  Unanimously approve the increase of the authorized capital of the Company to be AED 1,019,209,250 and amending the articles of association of the Company after obtaining the approvals of the regulatory authorities.
3-  Unanimously approve delegating the board of directors of the Company to implement the process of issuing the Sukuk and converting the same into shares in the Company; and to authorize and appoint any of the board members of the Company to solely represent the Company and to sign, execute and submit the documents, contracts, agreements and letters related to the issuance of the Sukuk, implementing the process of converting the Sukuk into shares in the Company, amending the articles of association to increase the authorized share capital, to agree to the terms and conditions sheet, finalize all procedures and deal with all regulatory authorities including without limitation Dubai Economy, the Notary Public, SCA and DFM.

1. Approve and ratify the report of the Board of Directors on the Company’s activities and its financial position for the year ended on 31 December 2017.
2. Approve and ratify the External Auditors’ report for the year ended on 31 December 2017.
3. Approve and ratify the sharia report “Dar Al Sharia” for the year ended on 31 December 2017.
4. Approve and ratify the balance sheet and profit & loss statements for the year ended on 31 December 2017.
5. Approve discharging the Board of Directors of the liability for their action for the year ended 31 December 2017.
6. Approve discharging the Company’s Auditors of the liability for their actions for the year ended 31 December 2017.
7. Approve appointing EY as the auditors of the Company for the financial year ended 31 December 2018 and determining its remuneration.
8. Approve appointing Mr. Abdul Nasser Al Manaai, Mr. Mian Mohamad Nazir and Mr. Fadel Rahim Abdul Rahim as a Sharia Advisors of the Company.
9. Ratify appointment of Mr. Abdulrahman Mahmoud Abdulrahman Al Afeefi as a Board Director to fill the vacant position for the remaining term of the board.
10. Ratify and approve the personal in respect of the board remuneration of the total value AED 600,000 for the year ended 31 December 2017.
11. As per BoD proposal shareholders agreed not to issue senior and unsecured Sukuk with a total value up to USD 250 million by public offering, redeemable within five years at profit rate less than 10%.

“The management of the Company shall be entrusted with a Board of Directors consisting of (7) members provided that one third shall be independent members and the majority of the board members shall be non-executive members to be elected by the General Assembly of Shareholders by way of cumulative secret vote in accordance with the Companies Law. In accordance with the Cabinet Ministerial Decree No. (11/154) of 2006 the Company has been awarded an exemption in respect of the nationality of the chairman and the majority of Board members. The chairman may not be the general manager or chief executive officer.”

2) Elect the following Board members:

Abdulla Saeed Abdulla Mohamed Brook Al Hamiri

Anas Sobhi Ahmed Atatreh

Ahmad Mohamed Fathi Kilani

Mohammad Ziad Tariq Raslan Al Hawari

Fraih Saeed Hilal Fraih Al Qubaisi

Pathikrit Tapan Banjeree

Magid Attlah Mathel Al Shamrookh

3) approve by majority the report of the Board of Directors on the Company’s activities and its financial position for the fiscal year ended on 31 December 2015.

4) approve by majority the External Auditors’ report for the fiscal year ended on 31 December 2015.

5) approve by majority the Balance Sheet and profit & loss statements for the fiscal year ended on 31 December 2015.

6) Approve by majority the discharge of the Board of Directors of the liability for their actions for the year ended 31 December 2015.

7) Discharge by majority vote the Company’s Auditors of the liability for their actions for the year ended 31 December 2015.

8) Appoint Ernest & Young as the auditors of the Company for the financial year 2016, as well as auditors for the Saudi branch and fixing their fees at AED 364000 for the Group and AED 48000 for the Saudi branch and request the new Board of Directors to negotiate down the fees.

9) Authorizing the new Board of Directors to reconsider the lease contract for the company’s offices and ensure that there is no conflict of interest and that the renewal of the lease with its current terms is in line with the company’s interest

2. The amendment of to Article 21 of the Articles of Association of the Company by reducing the number of Board members from (11) to (5) members subject to the approval of the Securities and Commodities Authority and the Dubai Department of Economic Development of the revised wording as follows:

“the management of the Company shall be entrusted with a Board consisting of (5) members provided that one third will be independent members and the majority of the board member are non-executive members and the Board members are to be elected by the General Assembly of Shareholders by way of cumulative secret vote in accordance with the Companies Law. In accordance with the Cabinet Ministerial Decree No. (11/154) of 2006 the Company has been awarded an exemption in respect of the nationality of the chairman and majority of the Board members. the chairman may not be the general manager or chief executive officer. Due to the lack of a special resolution which requires a majority vote of 75% of the shareholders present in the meeting. This item has not been approved by the General Assembly

3. Unanimously approve the authorization of both the vice chairman Mr. Salem Ali Al Zaabi and Mr. Jassim Alsidiqqi to have all the authorities to represent the Company and run its business and sign on its behalf including but not limited to negotiating with third parties and creditors in respect of the mandatory convertible bonds as decided by the General Assembly of the Shareholders on 18 January 2016 until the election of a new Board or filling the vacant positions on the Board in accordance with the laws and regulations.

4. Unanimously approve the issuance by the Company of mandatory convertible bonds at a nominal value of one UAE Dirham (the “Bonds”) with the value of the first tranche will be AED (92) million equivalent to USD (25) million and approve the appointment of Shuaa Capital PJSC as financial advisor for the Company in relation to the issuance of Bonds to manage the issuance process and report to SCA

5. Unanimously approve the Board of Directors’ proposal to offer the Bonds to the Company’s existing shareholders first and thereafter offering all the Bonds or the balance thereof, as the case may be, to the Company’s creditors

6. Unanimously approve the Board of Directors’ proposal that the cash paid by the shareholders against Bonds be the higher of the average share price in the market during the 30 days preceding the passing of the General Assembly’s Special Resolution or the share price in the market at closing on the business day immediately preceding the date of the General Assembly meeting in which the Special Resolution approving the issuance of Bonds has been passed whereas for the creditors the monetary value of the Bonds shall be at least 5% higher than the one offered to the shareholders in accordance with the prospectus as approved by SCA. The shareholders offering the highest price for the Bonds shall be given priority in allocation of Bonds

7. Unanimously approve and authorize the Board of Directors to issue the Bonds in one or more tranches under a program and determine the date of mandatory conversion into shares and listing of those shares on the financial market provided that the allocation of Bonds or conversion into shares does not result in violating the minimum percentage allocated to the UAE nationals in the Company’s share capital

8. Unanimously approve the creation a special reserve in the Company’s accounts for the difference between the nominal value of the Bonds and the cash amount received so that the whole net annual profit after deduction of reserves and amortizations is allocated to such special reserve on annual basis

9. Unanimously approve and authorize the Board of Directors to take all legal procedures required to issue the Bonds without violation to the Commercial Companies Law, implementing regulations and applicable resolutions and obtain all required approvals and permits

1. The shareholders decided to cancel the first item as it is not legally required as a result of the approval of the second item.
2. The shareholders attending the EGM approve the Board of Directors proposal to extinguish part of the accumulated losses to the extent of the legal reserve as at 31/12/2014 amounting to AED32,549,000 (thirty two million and five hundred forty nine thousand) .
3. The shareholders attending the EGM approve the Board of Directors proposal to convert, if the laws applicable in UAE allow, the current lenders loans up to USD 60 million into shares in the Company either directly by issuing shares equivalent to the amount of such loans or indirectly by way of issuing convertible bonds to the lenders .
4. The shareholders attending the EGM approve the Board of Directors’ proposal to allow the conversion of bonds into shares at a price less than the nominal value of the shares in case the share market price at the time of conversion is less than the share nominal value, if the laws and regulations applicable in UAE allow it and such proposal if adopted shall cover the convertible bonds that have been approved by the Company’s EGM on 5 Jan 2014 and which the Board has not yet issued up to the date to this EGM and authorize the Board of Directors to obtain all required approvals from competent authorities to implement such proposal.
5. The shareholders attending the EGM authorize the Board of Directors to negotiate and enter into settlement agreements to settle the debts.

1. Approved the report of the Company’s Board of Directors on the activities of the Company and its financial statements for the financial year ended 31st, December 2014.
2. Approved the Auditors’ report for the financial year ended 31st, December 2014.
3. Approved the audited financial statements for the financial year ended 31 December 2014.
4. The Board Members were discharged for their action for the year ended 31st, December 2014.
5. The Company’s Auditors are discharged of the liability of their actions for the year ending 31 December 2014.
6. Approved the appointment of PWC, Saudi Accountant and BLS Chartered Accountant as Auditors of the Group and its Subsidiaries and other related companies in respect of various audit scope for the financial year 2014 and 2015, and fixed their fees with an amount of AED 523,600 for Gulf Navigation Holding(PJSC)
7. Approved the ratification of appointment of PWC and Saudi Accountant Chartered Accountant for the financial year 2012 and 2013 and fixing their fees with the amount of AED 242, 202 in connection with the audit of the company’s branch ((Gulf Navigation Holding,PJSC(Branch)) and Subsidiary in Hong Kong (Gulf Sheba Shipping Limited)
8. Approved the appointment of Mr. Mubarak Ahmed Bin Fahad as a Board member in the event that he accepts to continue his duties as a Board Member.

2. Approved the Auditors’ report for the financial year ended 31 December 2013;.

3. Approved the audited financial statements for the financial year ended 31 December 2013;

4. Approved the recommendation of Board of Directors for not distributing dividends for the financial year ended 31 December 2013.

5. The Board Members were discharged for their actions for the year ended 31 December 2013.

6. Approved the appointment of Mr. Mubarak Bin Fahaed as a Board of Directors member, as he was appointed by the Board on 15^th March 2014 in place of the resigned member Mrs. Sahia Ahmed.

7. The Company’s Auditors were discharged for their actions for the year ended 31 December 2013.

8. Approved the reappointment of PWC as Auditors of the Company for the financial year 2014, and fixed their fees with an amount of AED 275,598 for Gulf Navigation Holding (PJSC).

The approval of the Board’s proposal to reduce the capital by way of writing off the accumulated losses in the amount of AED (1,103,333,334), to become AED (551,666,666), after reduction and that the Board of Directors be authorized to take all necessary actions and obtain all required consents for the capital reduction, and amends the article No. (6) of the company’s Article of Association.

The approval of Board of Directors proposal of selling the two VLCC’s Gulf Sheba and Gulf Eyadah, and that the Board of Directors be authorized to negotiate the price, sign the sale agreements and complete the sale at the best available price

The approval of the Board of Directors proposal to increase the company’s capital through the issuance of convertible bonds into shares up to USD 130 million, and that the Board of Directors be authorized to take all the necessary actions, for the bonds issuance, negotiating, taking into consideration the bonds issuance, signing all the required contract, with the related parties as required for the issuance procedures. Authorize the Board of Directors to issue these bonds from the date of adopting the EGM these resolutions; through several stages within 5 years from as well not to issue any Convertible bonds into shares less than their nominal price (par value) at the time of conversion.

The approval of the Board of Directors’ proposal to amend Article (7) of the AOA of the Company in order to increase the ownership of the non- UAE and GCC nationals up to (49%) and authorize the Board of Directors to take the necessary measures in this regard be authorized