Last checked at 12 Nov 2013 12:00
The Board of Directors of the Commercial Bank of Qatar (Q.S.C.) is pleased to invite you to the Shareholders Extraordinary General Meeting to be held on 27th November 2013 at Commercialbank Plaza, 21st Floor, Al Markhiyah Street, Al Dafna at 6:30 p.m. to discuss the following Agenda:
AGENDA OF THE EXTRAORDINARY GENERAL MEETING
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1. To approve the amendment of Article (23) of the Company's Articles of Association concerning bonds "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. 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", to read after amendment 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 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." 2. To approve the direct issue by the Bank of unlisted instruments that shall be eligible as Additional Tier 1 Capital in accordance with Basel, up to a maximum amount of QAR2,000,000,000 (two billion Qatar Riyals) and in compliance with the instructions of the Qatar Central Bank and the terms of the Commercial Companies Law (Law No. 5 of 2002). To authorise the Board of Directors of the Bank to privately place such instruments, approve the final amount, the currency and the detailed terms of such Additional Tier 1 Capital Issuance and obtain the required approvals from the Qatar Central Bank and other Governmental authorities.
3. To approve the amendment of Article (3) of the Company's Articles of Association by removing item (4) referring to the carrying out of Islamic banking and financial services. 4. To approve the amendment of Article (13) of the Company's Articles of Association concerning non-Qatari investors to read after amendment as follows: "Non-Qatari investors may own 25% of the total of the Company's shares capital."
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Abdullah bin Khalifa Al Attiyah Chairman
NOTES
· 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. 12,372,318 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 authorization letter appointing them as representative of said companies for the Extraordinary General Meeting. · 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 Commercialbank Plaza, 21st Floor, Al Markhiyah Street, Al Dafna at 6:30 p.m. on 4th of December 2013. · 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. |