C Bk Qatar S Regulatory News (CBQS)

AGENDA OF THE ORDINARY GENERAL MEETING

AGENDA OF THE EXTRAORDINARY GENERAL MEETING

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.

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.

· A shareholder who cannot attend the meeting in person may appoint another shareholder in writing to represent him. The shareholder may not appoint a Board Member as a proxy, and the number of shares held by a shareholder as a proxy should not under any circumstances exceed 5% of the total shares (i.e. 14,846,782 shares), except in the case of a proxy given on behalf of (a) Qatar Investment Authority, Qatar Holding LLC, or any of their associated companies, and (b) on behalf of a Custodian Bank or Depositary Bank which is holding shares in respect of an offering of Global Depositary Receipts approved by an Extraordinary General Assembly of the Company.

· Companies' representatives are requested to present an authorisation letter appointing them as representative of said companies for the Ordinary General Assembly.

· Shareholders are requested to attend the meeting one hour before the specified time, carrying the proxy forms if available, along with their ID cards in order to facilitate the registration procedures.

· In case the quorum of the above meeting is not met, the second meeting shall be held at Commercial Bank Plaza, 21st Floor, Al Markhiyah Street, Al Dafna at 6:30 p.m. on Tuesday 24 March 2015.

· A statement that includes the information stipulated by article (121) of the Commercial Companies Law No 5 of 2002 including amounts received by the Chairman and Directors of the Board as remuneration, fees, salaries, credit facilities, and benefits in kind, will be available for the shareholders review three days before the AGM in the office of the Secretary of the Board on the 18th floor of the Commercialbank Plaza.

· The invitation constitutes a legal announcement to all shareholders without the need to send invitations by mail according to Law No. 28 of the year 2008 amending the Commercial Companies Law.