Last checked at 19 Mar 2015 11:54
AGM Resolutions of Commercial Bank Held on of 18 March 2015
1. To hear the Chairman's Statement and the report of the Board of Directors on the activities of the Company and its financial position for the financial year ended 31 December 2014, and the future plans of the Company.
2. To hear the Auditors' Report on the Company's financial statements presented by the Board of Directors for the financial year ended 31 December 2014.
3. To discuss and approve the Company's financial statements for the year ended 31 December 2014.
4. To approve the Board of Directors recommendation to distribute a cash dividend of 35% of the share's nominal value to the shareholders.QAR3,5/- for each share held, and bonus shares of 10% i.e. one share for every ten held, subject to the approval of the Extraordinary General Assembly.
5. To absolve the Directors of the Board from liability for the financial year ended 31 December 2014.
6. To fix the remuneration of the Directors of the Board for the year ended 31 December 2014 and to approve the policy to define the basis of calculation of remuneration granted to them.
7. To appoint the External Auditors for the year 2015 and determine their remuneration.
8. To approve the issuance of Bonds through the issuance of Local & Global Certificates of Deposits amounting to two billion US Dollars, as follows:
8-1) To approve the issuance of Local Certificate of Deposit Program in Qatari riyal and/or US dollar by the Bank directly, subject to Article (170) of the Commercial Companies Law.
8-2) To approve the issuance of Global Program including certificate of deposit and European commercial paper in different currencies to be issued by the Bank Directly.
8-3) To approve he issuance of Global Program including certificate of deposit and European commercial paper in different currencies to be issued either, by a wholly owned subsidiary of the Bank (an "Existing SPV") or by establishing a new special purpose vehicle ("SPV") and in the last two options, guaranteed by the Bank.
(The amount of the issued certificates by the Bank should not exceed at any time the Bank's capital and provided obtaining the approval of the concerned parties)
9. To present the Bank's Corporate Governance Report for 2014.
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EGM Resolutions of Commercial Bank Held on of 18 March 2015
1. To approve the increase in the Bank's capital by 10% from QAR 2,969,356,460 to QAR 3,266,292,100 by issuing bonus shares to the shareholders on the basis of one new share for every ten shares held, and authorize the Board of Directors to dispose of fractional shares.
2. To approve the amendment of Article (6) of the Articles of Association concerning the Bank's capital to reflect the increase in capital.
3. To approve the amendment of Article (23) of the Company's Articles of Association as follows :
"Subject to Articles (168) to (176) of the Commercial Companies Law, the General Assembly of the Company, may decide to issue financial bonds of any type. it may also decide to issue instruments that qualify as Additional Tier 1 capital and/or Tier 2 capital in accordance with the Qatar Central Bank requirements. Such resolution shall include the value of the bonds and the terms of their issue, and the extent to which they may be converted into shares"
4. To approve the direct issue by the Bank of unlisted instruments that shall be eligible as Additional Tier 1 Capital and/or Tier 2 capital in accordance with Basel, up to a maximum amount of USD one billion (QAR3.6 billion) and in compliance with the instructions of the Qatar Central Bank and the terms of the Commercial Companies Law (Law No. 5 of 2002), as follows :-
4-1) To be issued by the Bank directly.
4-2) To be issued either, by a wholly owned subsidiary of the Bank (an "Existing SPV") or by establishing a new special purpose vehicle ("SPV") and in the last two options, guaranteed by the Bank.
To authorise the Board of Directors of the Bank to privately place local and global issuances and approve the final amount, the currency and the detailed terms of such Additional Tier 1 Capital and/or Tier 2 capital Issuance and obtain the required approvals from the Qatar Central Bank and other Governmental authorities.
5. To approve the amendment of Article (13) of the Articles of Association concerning non-Qatari investors to read after amendment as follows :-
"Non-Qatari investors may own 49% of the total of the Company's share capital" in compliance with Law No. (9) of 2014 as amendment of some provisions of Law No. (13) of 2000 for the Regulation of Investment of Non-Qatari Capital in Economic Activity, after obtaining the approval of the concerned parties.
6. To approve the amendment of Article (2) of the Articles of Association concerning the legal name of the Company "The Commercial Bank of Qatar (Q.S.C.) to read after amendment as follows :-
"The legal name of the Company is : Commercial Bank (Q.S.C.) , after obtaining the approval of the concerned parties.
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