Doha, May 20, 2009:
I am pleased to meet with you again in this Extra-Ordinary General Assembly to discuss the proposal of our Board of Directors to acquire Qatar Technical Inspection (QTIC) by our company.
This acquisition of (QTIC) by WOQOD aims at increasing efficiency, maximizing shareholders wealth and providing high quality services to customers.
Following different meetings, a memorandum of understanding (MOU) was signed in June 2006 between the two companies and an international consultancy firm was appointed to conduct a financial study for assets valuation of both companies.
In March 2009, Ernest & Young completed the study and recommended the swap-ratio of (1:5.3) i.e.: 5.3 shares in (QTIC) will be swapped with 1 share in WOQOD.
WOQOD's Board of Directors has approved the study, and simultaneously on the same day, the Board of Directors of Qatar Technical Inspection Company (QTIC) did the same. Accordingly, WOQOD's Board of Directors took a resolution to raise the company's paid-up capital by 5%, from 30 million shares to 31.5 million shares.
Based on the recommended swap-rate, QTIC's capital (4 million shares) will be exchanged with (754.717) shares in WOQOD's paid-up capital, and will be allocated to QTIC shareholders in WOQOD. QP will retain its 40% share by acquiring additional (600) thousands new share after acquisition.
Since Al-Shafallah Center for special needs is the major shareholder in QTIC (owns 25% of capital), and given the social, cultural and humanitarian role of the important center, and in order to provide a strong support for these activities, WOQOD agreed to increase the ceiling of ownership of Al-Shaffalah in WOQOD to 1.5% and to allocate additional shares to it.
Thank you all and God bless you.
Abdullah Bin Hamad Al-Attiyah